Conditions to Expense Advance. The Company's obligation to provide an Expense Advance is subject to the following conditions:
Conditions to Expense Advance. The Company’s obligation to provide an Expense Advance is subject to (a) Indemnitee or his representative having first executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute that Indemnitee is not entitled to be indemnified under this Agreement or otherwise; and (b) Indemnitee furnishing, upon request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that Indemnitee has met any applicable standards of conduct.
Conditions to Expense Advance. The Bank’s obligation to provide an Expense Advance is subject to the following conditions:
Conditions to Expense Advance. The Bank’s obligation to provide an Expense Advance is subject to Indemnitee or Indemnitee’s representative having first executed and delivered to the Bank an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be finally adjudged that Indemnitee is not entitled to be indemnified under this Agreement or otherwise. Any matter to be determined under this Agreement will be “finally adjudged” if it has been determined in a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute.
Conditions to Expense Advance. The Company’s obligation to provide an Expense Advance is subject to Indemnitee or Indemnitee’s representative having first executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute that Indemnitee is not entitled to be indemnified under this Agreement or otherwise.
Conditions to Expense Advance. Except as provided in Section 7, the Bank’s obligation to provide an Expense Advance is subject to Indemnitee or Indemnitee’s representative having first executed and delivered to the Bank (i) a signed written affirmation of the Indemnitee’s good faith belief that the relavant standard of conduct as required by law has been met by the Indemnitee or that the Proceeding involved conduct for which liability has been eliminated under the Bank’s Organization Certificate, and (ii) a signed written undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be finally adjudged that Indemnitee is not entitled to be indemnified under this Agreement or otherwise. Any matter to be determined under this Agreement will be “finally adjudged” if it has been determined in a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute.
Conditions to Expense Advance. The Bank’s obligation to provide an Expense Advance is subject to Indemnitee or Indemnitee’s representative having first executed and delivered to the Bank (i) a signed written affirmation of the Indemnitee’s good faith belief that the relevant standard of conduct as required by law has been met by the Indemnitee or that the FHFA Proceeding involved conduct for which liability has been eliminated under the Bank’s Organization Certificate, and (ii) a signed written undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall be Finally Concluded.
Conditions to Expense Advance. RoomSystems' and the Company's obligation to provide an Expense Advance is subject to the following conditions:
Conditions to Expense Advance. The Company's obligation to provide an Expense Advance is subject to the following conditions: (i) Indemnitee shall submit to the Company a written undertaking, constituting an unlimited general obligation of the Indemnitee, to repay any and all of the Expense Advance if it is ultimately determined that the Indemnitee did not meet the required standard of conduct; (ii) Indemnitee shall submit to the Company a written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemnification; and (iii) Indemnitee shall give the Company such information and cooperation as it may reasonably request and as shall be within Indemnitee's power. 5.
Conditions to Expense Advance. The Company’s obligation to provide an Expense Advance is subject to the following conditions: i. Undertaking. If the Proceeding arose in connection with Indemnitee’s service as a director and/or officer of the Company or member of a committee of the Board (and not in any other capacity in which Indemnitee rendered service, including but not limited to service to any Related Company), then Indemnitee or his representative shall have executed and delivered to the Company an undertaking (in the form of Exhibit B hereto), which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee, to repay all Expense Advances if and to the extent that it shall ultimately be determined, by a final decision not subject to appeal rendered by a court having proper jurisdiction, that Indemnitee is not entitled to be indemnified for such Expense Advance under this Agreement or otherwise. Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. 4 ii.
