Advancement of Certain Expenses. Upon the written demand of an ------------------------------- Indemnitee, an Indemnifying Party shall reimburse or advance funds to such Indemnitee for all Indemnifiable Losses reasonably incurred by it in connection with investigating or defending any Third Party Claim in advance of its final disposition; provided, however, that such reimbursement need be made only upon -------- ------- delivery to the Indemnifying Party of an undertaking by such Indemnitee to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnitee is not entitled to indemnification under this Article 5 or otherwise.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Waban Inc), Separation and Distribution Agreement (Waban Inc)
Advancement of Certain Expenses. Upon the written demand of ------------------------------- an ------------------------------- Indemnitee, an Indemnifying Party shall reimburse or advance funds to such Indemnitee for all Indemnifiable Losses reasonably incurred by it in connection with investigating or defending any Third Party Claim in advance of its final disposition; provided, however, that such reimbursement need be made only upon -------- ------- delivery to the Indemnifying Party of an undertaking by such Indemnitee to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnitee is not entitled to indemnification under this Article 5 or otherwise.
Appears in 2 contracts
Samples: Contribution Agreement (Stream International Holdings Inc), Contribution Agreement (Stream International Holdings Inc)
Advancement of Certain Expenses. Upon the written demand of ------------------------------- an ------------------------------- Indemnitee, an Indemnifying Party shall reimburse or advance funds to such Indemnitee for all Indemnifiable Losses reasonably incurred by it in connection with investigating or defending any Third Party Claim in advance of its final disposition; provided, however, that such -------- ------- reimbursement need be made only upon -------- ------- delivery to the Indemnifying Party of an undertaking by such Indemnitee to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnitee is not entitled to indemnification under this Article 5 or otherwise.. Separation and Distribution Agreement
Appears in 1 contract
Samples: Separation and Distribution Agreement (Homebase Inc)
Advancement of Certain Expenses. Upon the written demand ------------------------------- of an ------------------------------- Indemnitee, an Indemnifying Party shall reimburse or advance funds to such Indemnitee for all Indemnifiable Losses reasonably incurred by it in connection with investigating or defending any Third Party Claim in advance of its final disposition; provided, however, that such reimbursement need be made only upon -------- ------- delivery to the Indemnifying Party of an undertaking by such Indemnitee to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnitee is not entitled to indemnification under this Article 5 or otherwise.
Appears in 1 contract
Samples: Contribution Agreement (Modus Media International Holdings Inc)