Common use of Advancement of Certain Expenses Clause in Contracts

Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with SITE Centers and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers DDR and/or of any Subsidiary will be paid by SITE CentersDDR, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with SITE Centers DDR and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers DDR or a Subsidiary or with reckless disregard for the best interests of SITE Centers DDR or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers DDR to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers DDR or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.

Advancement of Certain Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee, officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, as they are incurred, in advance of final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of Executive in which Executive agrees to reasonably cooperate with SITE Centers and/or the Subsidiary, as the case may be, concerning the action, suit, or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as a director, to repay the amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise.