Common use of Advancement Clause in Contracts

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 17 contracts

Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.), Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)

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Advancement. Subject to Section 9 belowbelow and except as prohibited by law, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 30 days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 11 contracts

Samples: Indemnification Agreement (Bannix Acquisition Corp.), Indemnification Agreement (ID Global Solutions Corp), Indemnification Agreement (Avalon Globocare Corp.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law of Delaware or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 11 contracts

Samples: Indemnity Agreement (Raptor Pharmaceuticals Corp.), Indemnity Agreement (Rubicon Financial Inc), Indemnity Agreement (Rubicon Financial Inc)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, participation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 10 contracts

Samples: Indemnity Agreement (Ethanex Energy, Inc.), Indemnity Agreement (Cape Coastal Trading Corp), Indemnity Agreement (Kreido Biofuels, Inc.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 10 contracts

Samples: Indemnity Agreement (Verisign Inc/Ca), Indemnity Agreement (Silicon Image Inc), Indemnity Agreement (Gas & Oil Technology Inc)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General New York Business Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 8 contracts

Samples: Indemnification Agreement (Yubo International Biotech LTD), Indemnification Agreement (Yubo International Biotech LTD), Indemnification Agreement (Yubo International Biotech LTD)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, participation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or at any time was an agent of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes promptly to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation Incorporation, or Bylaws of the Company, the Nevada General Corporation Law, Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 8 contracts

Samples: Employment Agreement (Teton Energy Corp), Employment Agreement (Nac Global Technologies, Inc.), Indemnity Agreement (Teton Energy Corp)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation LawFlorida Revised Statutes, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 5 contracts

Samples: Share Exchange Agreement (Greater Cannabis Company, Inc.), Indemnification Agreement (Greater Cannabis Company, Inc.), Indemnification Agreement (Sylios Corp)

Advancement. Subject to Section 9 5 above or Section 10 below, the Company shall pay as incurred and in advance of prior to the final disposition of a civil or criminal proceeding the Proceeding, all expenses Expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent Agent of the Company or by reason of anything done or not done by the Indemnitee him or her in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Indemnification Agreement, the Articles of Incorporation Company’s Bylaws or Bylaws of the Company, the Nevada General Corporation Law, or otherwiseDGCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated in writing by the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Collegiate Pacific Inc), Indemnification Agreement (Sport Supply Group, Inc.), Indemnification Agreement (Collegiate Pacific Inc)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation LawRevised Statutes, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 3 contracts

Samples: Share Exchange Agreement (Graphite Corp), Share Exchange Agreement (Vortex Blockchain Technologies Inc.), Indemnification Agreement (Oryon Holdings, Inc.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation LawWyoming Revised Statutes, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Deep Green Waste & Recycling, Inc.), Indemnification Agreement (Deep Green Waste & Recycling, Inc.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement, or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an a director, officer, employee, or agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Florida Business Corporation LawAct, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Directed Electronics, Inc.), Form of Indemnification Agreement (Directed Electronics, Inc.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnity Agreement (Nuvola, Inc.), Indemnity Agreement (YouChange Holdings Corp)

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Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent a director or officer of the Company or by reason of anything done or not done by the Indemnitee him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) 30 days following delivery of a written request therefor therefore by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnity Agreement (Sona Mobile Holdings Corp), Indemnity Agreement (Selectis Health, Inc.)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement, or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, Law of Delaware or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Main Street Restaurant Group, Inc.), Form of Indemnification Agreement (Synaptics Inc)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement, or appeal of any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company either under the provisions of this Agreement, Agreement or under the Articles provisions of the Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation LawLaw of Delaware, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Brillian Corp)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Smith & Wesson Holding Corp)

Advancement. Subject to Section 9 7 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company Predecessor or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation LawRevised Statutes, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Oryon Holdings, Inc.)

Advancement. Subject to Section 9 10 below, the Company shall pay as incurred and in advance of prior to the final disposition of a civil or criminal proceeding the Proceeding, all expenses Expenses incurred by the Indemnitee in connection with defending the investigation, defense, settlement or appeal of any such proceeding Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent Agent of the Company or by reason of anything done or not done by the Indemnitee him or her in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation Company’s Bylaws or Bylaws of the Company, the Nevada General Corporation Law, or otherwiseGCL. The advances to be made hereunder shall be paid by the Company to the Indemnitee or directly to a third party designated in writing by the Indemnitee within thirty twenty (3020) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Symantec Corp)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles Certificate of Incorporation or Bylaws of the Company, the Nevada Delaware General Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Unseen Solar Inc)

Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation LawFlorida Revised Statutes, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company. PEREGRINE, INC., XXXX CORPORATION SHARE EXCHANGE & MERGER AGREEMENT

Appears in 1 contract

Samples: Share Exchange Agreement (Peregrine Industries Inc)

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