Repayment of Expenses. 3.1. In the event that the Company provides or is required to provide indemnification with respect to Expenses hereunder and at any time thereafter the Company determines, based on advice from its legal counsel, that the Indemnitee was not entitled to such payments, the amounts so indemnified by the Company will be promptly repaid by Indemnitee, unless the Indemnitee disputes the Company’s determination, in which case the Indemnitee’s obligation to repay to the Company shall be postponed until such dispute is resolved.
Repayment of Expenses. Indemnitee shall reimburse the Company for all reasonable expenses paid by the Company in defending any Proceeding against Indemnitee in the event and only to the extent that it shall be ultimately determined that Indemnitee is not entitled to be indemnified by the Company for such expenses under the provisions of this Agreement.
Repayment of Expenses. The Director agrees that the Director will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against the Director in the event and only to the extent that it shall be ultimately determined that the Director is not entitled to be indemnified by the Corporation for such expenses under the provisions of the Certificate, the State Statute or this Agreement.
Repayment of Expenses. 3.1. In the event that the Company provides or is required to provide indemnification with respect to Expenses hereunder and at any time thereafter the Company determines, based on advice from its legal counsel, that the Indemnitee was not entitled to such payments, the amounts so indemnified by the Company will be promptly repaid by Indemnitee, unless the Indemnitee disputes the Company’s determination, in which case the Indemnitee’s obligation to repay to the Company shall be postponed until such dispute is resolved by a court of competent jurisdiction in a final and non-appealable order.
Repayment of Expenses. Indemnified Party agrees that Indemnified Party --------------------- will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Indemnified Party in the event and only to the extent that Indemnified Party is finally determined that Indemnified Party is not entitled to be indemnified by the Corporation for such expenses under the Corporation's charter or bylaws, this Agreement or under applicable law.
Repayment of Expenses. Indemnitee shall reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any Proceeding against Indemnitee if and only to the extent that it shall be ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation for such expenses under the provisions of this Agreement or that such expenses do not constitute Losses.
Repayment of Expenses. Officer will reimburse Corporation for all reasonable expenses paid by Corporation in defending any civil or criminal action, suit or proceeding against Officer in the event and only to the extent that it shall be ultimately determined that Officer is not entitled to be indemnified by Corporation for such expenses under the provisions of the Law, the Bylaws, this Agreement or otherwise.
Repayment of Expenses. Indemnitee agrees that Indemnitee will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Indemnitee in the event and only to the extent that it shall be ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation for such expenses under the provisions of the Ohio Statute, the Code, this Agreement or otherwise. Indemnitee shall, to the extent permitted by law, be indemnified for all reasonable attorneys’ fees incurred in defense or prosecution of a claim for indemnification.
Repayment of Expenses. The Director shall reimburse the Company for all reasonable expenses the Company pays in defending any civil or criminal action, suit or proceeding against the Director in the event and to the extent that it shall be ultimately determined that the Director is not entitled to be indemnified by the Company for such expenses under the provisions of the Indemnification Statute, the By-laws, this Agreement or otherwise. Prior to such determination, the Company shall make such advances as shall be reasonably necessary to pay such expenses of the Director, provided the Company receives an undertaking from the Director to repay such advances in the event it is ultimately determined that the Director is not entitled to be indemnified therefor.
Repayment of Expenses. The Indemnified Party agrees to reimburse the Corporation for all reasonable expenses, judgments, fines, penalties, and settlement amounts paid by the Corporation in defending any civil, criminal, administrative, or investigative action, suit, or proceeding against the Indemnified Party or advanced by the Corporation to the Indemnified Party in such event, but only to the extent that it shall be ultimately determined that the Indemnified Party is not entitled to be indemnified by the Corporation for such expenses, judgments, fines, penalties, or amounts paid in settlement under the provisions of the State Statute, the Charter, this Agreement, or otherwise.
