Common use of Advanced Payment of Expenses Clause in Contracts

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Section 9 or the General Corporation Law of the State of Delaware. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 9.8, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (a) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the corporation Corporation in defending any Proceeding shall be paid by the corporation Corporation, and expenses (including attorneys’ fees) incurred by the Corporation’s employees and agents in defending any Proceeding shall be paid by the Corporation, in advance of the final disposition of such Proceeding upon receipt of a written request therefor and an undertaking undertaking, by or on behalf of the person person, to repay such amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that the such person is not entitled to be indemnified under this Section 9 Article VIII or the General Corporation Law DGCL. The right to advancement of the State of Delaware. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 9.8, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any Proceeding apply if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and promptly made convincingly that officer, director, employee or agent, as applicable, acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (ai) by the Board by a majority vote of the directors who are not parties to such Proceedingproceeding, even though less than whether or not such majority constitutes a quorum, or ; (bii) by a committee of such directors designated by a majority vote of such directors, even though less than whether or not such majority constitutes a quorum, ; or (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known opinion to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in Board, a manner that such person did not believe to copy of which shall be in or not opposed delivered to the best interests of the corporationofficer, director, employee or agent, as applicable.

Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the corporation Corporation in defending any Proceeding shall be paid by the corporation Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Section 9 Article V or the General Corporation Law of the State of DelawareDGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation Corporation deems appropriate. Notwithstanding the foregoing, unless otherwise determined pursuant to Section 9.85.8, no advance shall be made by the corporation Corporation to an officer of the corporation Corporation (except by reason of the fact that such officer is or was a director of the corporationCorporation, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (ai) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (bii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporationCorporation.