Common use of Advancement or Reimbursement of Expenses Clause in Contracts

Advancement or Reimbursement of Expenses. The rights of Indemnitee provided under the preceding section shall include, but not be limited to, the right to be indemnified and to have expenses advanced in all proceedings to the fullest extent permitted by Chapter 8 of the TBOC and other applicable law. In the event that an Indemnitee is not wholly successful, on the merits or otherwise, in a proceeding but is successful, on the merits or otherwise, as to any claim in such proceeding, the Corporation shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf relating to each claim. The termination of a claim in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim. In addition, to the extent an Indemnitee is, by reason of his or her corporate status, a witness or otherwise participates in any proceeding at a time when he or she is not named a defendant or respondent in the proceeding, he or she shall be indemnified against all expenses actually and reasonably incurred by such individual or on his or her behalf in connection therewith. The Corporation shall pay all reasonable expenses incurred by or on behalf of Indemnitee in connection with any proceeding or claim, whether brought by the Corporation or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to this Article IV within ten (10) days after the receipt by the Corporation of a written request from Indemnitee reasonably evidencing such expenses and requesting such payment or payments from time to time, whether prior to or after final disposition of such proceeding or claim; provided that the Indemnitee affirms his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article IV and undertakes and agrees in writing that he or she will reimburse and repay the Corporation for any expenses so advanced to the extent that it shall ultimately be determined by a court of competent jurisdiction, in a final adjudication from which there is no further right of appeal, that Indemnitee is not entitled to be indemnified against such expenses. Notwithstanding the foregoing, in no event shall a director or executive officer be entitled to the advancement of expenses if a determination has been made by a judicial authority or governmental entity or agency or, absent such determination, any such authority, entity or agency has taken a position or issued any guidance stating, that the advancement of expenses to a director or executive officer constitutes a personal loan in contravention of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 or any similar law or regulation.

Advancement or Reimbursement of Expenses. The rights of Indemnitee provided under the preceding section Section B.1 shall include, but not be limited to, the right to be indemnified and to have expenses advanced by the Company in all proceedings Proceedings to the fullest extent permitted by Chapter 8 Article 2.02-1 of the TBOC and other applicable law. In the event that an Indemnitee is not wholly successfulTBCA permits, as in effect on the merits or otherwise, in a proceeding but is successful, on the merits or otherwise, as to any claim in such proceeding, the Corporation shall indemnify Indemnitee against all expenses actually date hereof and reasonably incurred by Indemnitee or on Indemnitee’s behalf relating to each claim. The termination of a claim in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claimgreater extent as such provision (or any successor provision) may thereafter from time to time permit. In addition, to the extent an Indemnitee is, by reason of his or her corporate statusCorporate Status, a witness or otherwise participates in any proceeding Proceeding at a time when he or she is not named a defendant or respondent in the proceedingProceeding, he or she the Company shall be indemnified indemnify him against all expenses actually and reasonably incurred by such individual him or on his or her behalf in connection therewith. The Corporation Company shall pay all reasonable expenses incurred by or on behalf of Indemnitee in connection with any proceeding or claimProceeding, whether brought by the Corporation Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to this Article IV Agreement within ten (10) 10 days after the receipt by the Corporation Company of a written request from Indemnitee accompanied by documentation reasonably evidencing such expenses and requesting such payment or payments from time to time, whether prior to or after final disposition of such proceeding or claimProceeding; provided that the Indemnitee affirms his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article IV and undertakes and agrees in writing that he or she will reimburse and repay the Corporation Company for any expenses so advanced to the extent that it shall ultimately be determined by a court of competent jurisdictiondetermined, in a final adjudication from which there is no further right accordance with the provisions of appealArticle 2.02-1 of the TBCA, that Indemnitee he is not entitled to be indemnified against such expenses. Notwithstanding For purposes of this Agreement, “expenses” of Indemnitee shall be deemed to include, without limitation, damages, judgments, fines, penalties, including ERISA excise taxes and penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations and any expenses actually paid or reasonably incurred by Indemnitee in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing, in no event shall a director or executive officer be entitled to the advancement of expenses if a determination has been made by a judicial authority or governmental entity or agency or, absent such determinationforegoing in, any Proceeding relating to an indemnifiable event, and any federal, state, local or foreign taxes (increased by any taxes imposed by such authority, entity payments) actually and reasonably incurred or agency has taken a position or issued any guidance stating, that the advancement of expenses to a director or executive officer constitutes a personal loan in contravention of Section 402 suffered by Indemnitee as result of the Xxxxxxxx-Xxxxx Act actual or deemed receipt of 2002 or any similar law or regulationpayments under this Agreement.

Advancement or Reimbursement of Expenses. The rights of Indemnitee provided under the preceding section paragraph shall include, but not be limited to, the right to be indemnified and to have expenses Expenses advanced in all proceedings to the fullest extent permitted by Chapter 8 of the TBOC and other applicable lawProceedings. In the event that an Indemnitee is not wholly successful, on the merits or otherwise, in a proceeding Proceeding but is successful, on the merits or otherwise, as to any claim Claim in such proceedingProceeding, the Corporation Partnership shall indemnify Indemnitee against all expenses actually and reasonably incurred by Expenses of Indemnitee or on Indemnitee’s behalf relating to each claimsuch Claim. The termination of a claim Claim in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claimClaim. In addition, to the extent an Indemnitee is, by reason of his or her corporate company status, a witness or otherwise participates in any proceeding at a time when he or she is not named a defendant or respondent in the proceeding, he or she shall be indemnified against all expenses actually and reasonably incurred by such individual or on his or her behalf Expenses in connection therewith. The Corporation Partnership shall pay all reasonable expenses incurred by or on behalf Expenses of Indemnitee in connection with any proceeding Proceeding or claimClaim, whether brought by the Corporation Partnership or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to this Article IV Section 2.7 within ten (10) days after the receipt by the Corporation Partnership of a written request from Indemnitee reasonably evidencing such expenses Expenses and requesting such payment or payments from time to time, whether prior to or after final disposition of such proceeding Proceeding or claimClaim; provided that PROVIDED THAT, the Indemnitee affirms his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article IV and undertakes and agrees in writing that he or she will reimburse and repay the Corporation Partnership for any expenses Expenses so advanced to the extent that it shall ultimately be determined by a court of competent jurisdictioncourt, in a final adjudication from which there is no further right of appeal, that Indemnitee is not entitled to be indemnified against such expenses. Notwithstanding the foregoing, in no event shall a director or executive officer be entitled to the advancement of expenses if a determination has been made by a judicial authority or governmental entity or agency or, absent such determination, any such authority, entity or agency has taken a position or issued any guidance stating, that the advancement of expenses to a director or executive officer constitutes a personal loan in contravention of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 or any similar law or regulationExpenses.