Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.
Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within five business days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific expenses to be reimbursed or advanced, any and all expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee in connection with any claim made, instituted or conducted by Indemnitee for (x) indemnification or reimbursement or advance payment of expenses by the Company under any provision of this Agreement, the Certificate of Incorporation, or the Bylaws, and (y) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of expenses (or portion thereof) which remains unspent at the final disposition of the claim to which the advance related.
Advance Payment of Expenses; Notification and Defense of Claim a. Expenses incurred by Indemnitee or on Indemnitee’s behalf in defending any action, suit or proceeding by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise) or in connection with an enforcement action pursuant to Section 4(b) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within ten (10) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by the Act, the Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free. For the avoidance of doubt, advances shall include, without limitation, any and all expenses incurred pursuing an action to enforce this right of advancement.
Advance Payment of Expenses; Notification and Defense of Claim. (a) The Corporation shall pay Expenses incurred by Indemnitee in connection with any Action, in advance of the final disposition of such Action as soon as practicable but in no event later than twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) if required by the DGCL, when the Expenses were incurred by Indemnitee in Indemnitee’s capacity as a current director or officer (and not in any other capacity in which service was, or is, rendered by Indemnitee) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined by final judicial decision from which there is no further right to appeal or seek review that Indemnitee is not entitled to be indemnified for such Expense by the Corporation as authorized by this Indemnification Agreement or otherwise. Such undertaking is not required to be secured and shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The right to advancement of Expenses as granted by this Indemnification Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation fails to pay such Expenses, in whole or in part, or fails to respond, within such 20-day period.
Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses incurred by Indemnitee in defending a Proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Company in advance of the final disposition of such Proceeding within thirty (30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured and interest-free.
Advance Payment of Expenses; Notification and Defense of Claim. (a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a Claim, or in connection with an enforcement action pursuant to Section 5(b), will be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking will be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances will be unsecured and interest-free.
Advance Payment of Expenses; Notification and Defense of Claim. To the fullest extent permitted by the law of the State of Delaware:
Advance Payment of Expenses; Notification and Defense of Claim. (a) To the fullest extent permitted by the laws of the State of Delaware, expenses incurred by Indemnitee in defending an Action, or in connection with an enforcement action pursuant to Section 6(b), shall, to the extent not prohibited by law, be paid by the Corporation in advance of the final disposition of such Action (provided such Action was not initiated by Indemnitee) within thirty (30) days after receipt by the Corporation of a statement from Indemnitee requesting such advancement of expenses. By the execution and delivery to the Corporation of this Agreement, Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation. No other form of undertaking shall be required other than the execution of this Agreement. Advances shall be unsecured and shall not bear interest. Advances of expenses shall include any and all reasonable expenses incurred pursuing an action to enforce this right of advancement, including expenses incurred by or on behalf of Indemnitee in preparing and forwarding statements to the Corporation to support the advances claimed.
Advance Payment of Expenses; Notification and Defense of Claim. (a) To the fullest extent permitted by the laws of the State of Delaware, the Corporation shall pay, in advance of the final disposition of any proceeding, expenses (including attorneys’ fees) incurred by Indemnitee (i) in defending a threatened or pending proceeding or (ii) in acting as a witness or otherwise participating in any proceeding at a time when Indemnitee is not a party in the proceeding, by reason of Indemnitee’s current or former corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving or has agreed to serve at the request of the Corporation.
Advance Payment of Expenses; Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure.
