Expense Advancement. With respect to the expenses actually and reasonably incurred by a Member, Manager or member of the Executive Committee who is a party to a Proceeding, the Company shall provide funds to such Member in advance of the final disposition of the Proceeding if the Person furnishes the Company with such Person's written affirmation of a good-faith belief that such Person has met the standard of conduct described in the Act, and such Person agrees in writing to repay the advance if it is subsequently determined that such Person has not met such standard of conduct.
Expense Advancement. With respect to the reasonable expenses incurred by an Indemnified Person who is a party to a Proceeding, the Company may provide funds to such Person (and, in the case of a Member, to the shareholders, directors, officers, partners, members, employees, Affiliates and agents of such Person) in advance of the final disposition of the Proceeding if [a] such Person furnishes the Company with such Person’s written affirmation of a good-faith belief that it has met the standard of conduct described in Section 9.1, [b] such Person agrees in writing to repay the advance if it is determined that it has not met such standard of conduct and [c] the Company determines that, based on then known facts, indemnification is permissible under this Article.
Expense Advancement. With respect to the reasonable expenses incurred by a Member when such Member is a party to a Proceeding, the Company will provide funds to such Member in advance of the final disposition of the Proceeding if [a] in the case of the GCI Member, the GCI Member furnishes the Company with the GCI Member’s written affirmation of a good faith belief that it has met the Standard of Care and in the case of the ACS Member, the ACS Member furnishes the Company with the ACS Member’s written affirmation of a good faith belief that it has not breached the implied contractual covenant of good faith and fair dealing, and [b] in the case of the GCI Member, the GCI Member agrees in writing to repay the advance if it is determined in an arbitration under the Arbitration Agreement that it has not met the Standard of Care, and in the case of the ACS Member, the ACS Member agrees in writing to repay the advance if it is determined in an arbitration under the Arbitration Agreement that it has breached the implied contractual covenant of good faith and fair dealing.
Expense Advancement. With respect to the reasonable expenses ------------------- incurred by a Member who is a party to a Proceeding, the Company may provide funds to such Person in advance of the final disposition of the Proceeding if [a] the Member furnishes the Company with such Person's written affirmation of a good-faith belief that it has met the standard of conduct described in 9.1, [b] the Member agrees in writing to repay the advance (with simple interest at the Prime Rate) if it is determined that it has not met such standard of conduct and [c] the Company determines that, based on then known facts, indemnification is permissible under this Article.
Expense Advancement. With respect to the expenses actually and reasonably incurred by a current or former Member or agent or representative thereof or by a current or former Manager, officer, employee or agent of the Company who is a party or is threatened to be made a party to a Proceeding, the Company shall provide funds to such Person in advance of the final disposition of the Proceeding if the Person agrees in writing to repay the advance if it is subsequently determined that such Person was not entitled to indemnification.
Expense Advancement. Sites shall be provided with a procurement card which shall authorize them to purchase materials for the Express program.
Expense Advancement. With respect to the reasonable expenses incurred by an Indemnified Person who is a party to a Proceeding, the Company may provide funds to such Person (and, in the case of a Member, to the shareholders, directors, officers, partners, members, employees and agents of such Person) in advance of the final disposition of the Proceeding if (a) such Person furnishes the Company with such Person's written affirmation of a good-faith belief that it has met the standard of conduct described in 9.1, (b) such Person agrees in writing to repay the advance if it is determined that it has not met such standard of conduct and (c) the Company determines that, based on then known facts, indemnification is permissible under this Article.
Expense Advancement. Except as limited by law or the provisions of this Article VII, expenses incurred by a Covered Person in defending any proceeding, including a proceeding by or in the right of the Company, shall be paid by the Company to the Covered Person as promptly as reasonably practicable in advance of final disposition of the proceeding. The Managing Member may in its sole discretion require that such Indemnified Party execute a written undertaking to repay the amount of any advance if the Covered Person is determined pursuant to this Article VII or adjudicated to be ineligible for indemnification. Any such undertaking by a Covered Person shall be an unlimited general obligation of the Covered Person, need not be secured and may be accepted without regard to the financial ability of the Covered Person to make repayment. No advance payment of expenses shall be made if it is determined pursuant to Section 7.5 on the basis of the circumstances known at the time (without further investigation) that the Covered Person is ineligible for indemnification.
Expense Advancement. With respect to the reasonable expenses incurred by an Indemnified Person when such Indemnified Person is a party to a Proceeding, the Company will provide funds to such Indemnified Person in advance of the final disposition of the Proceeding if: (a) such Indemnified Person furnishes the Company with such Person's written affirmation of a good faith belief that it is entitled to indemnification under the standards set forth in this Article, and (b) such Indemnified Person agrees in writing to repay the advance if it is determined by the Management Committee that such Indemnified Person was not entitled to indemnification under the standards set forth in this Article. If the decision of the Management Committee regarding whether an Indemnified Person is entitled to indemnification under the standards set forth in this Article is not unanimous, the Manager that voted against such indemnification will have the option, exercisable by written notice to the other Manager within 10 Business Days following the decision of the Management Committee, to elect that such dispute be resolved in accordance with Article 15. If the parties are unable to resolve the dispute pursuant to 15.1 and the dispute is resolved by arbitration, the decision of the arbitrators regarding whether the Indemnified Person is entitled to indemnification under the standards set forth in this Article will control over the decision of the Management Committee.
Expense Advancement. The Licensors shall advance or promptly reimburse Beneficiary for any and all costs and expenses incurred by the Beneficiary in connection with investigating, preparing to defend, settling, or defending any Indemnified Proceeding, whether or not a Beneficiary is a party or potential party to it.
