Common use of Interim Expenses Clause in Contracts

Interim Expenses. 7.1 The Company shall advance Interim Expenses incurred by Indemnitee. By signing below, Indemnitee hereby undertakes to repay any amounts advanced pursuant to this Section 7.1 if it is ultimately determined by a court of competent jurisdiction that Indemnitee is not entitled to indemnification pursuant to this Agreement. To obtain payment of Interim Expenses under this Agreement, Indemnitee shall submit to the Company a written request for payment, together with such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to such advancement. Indemnitee must also furnish to the Company a written affirmation of his good faith belief that: (a) he has conducted himself in good faith and that he reasonably believed that (1) in the case of conduct in his Corporate Status, that his conduct was in the Company’s or such Subsidiary’s best interests; (2) in all other cases, his conduct was at least not opposed to the Company’s or such Subsidiary’s best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful, or (b) the Proceeding involves conduct for which liability has been eliminated under a provision of the applicable certificate of incorporation, as authorized by applicable law. 7.2 Payment of Interim Expenses shall be made without regard to Indemnitee’s ability to repay the advance and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee’s obligation to repay the Company for advances shall be unsecured and no interest shall be charged thereon. Requests for payment of Interim Expenses in accordance with Section 7.1 shall be paid by the Company no later than thirty (30) days following any such request.

Interim Expenses. 7.1 The Company shall advance Interim Expenses incurred by Indemnitee. By signing below, Indemnitee hereby undertakes to repay any amounts advanced pursuant to this Section 7.1 if it is ultimately determined by a court of competent jurisdiction that Indemnitee is not entitled to indemnification pursuant to this Agreement. To obtain payment of Interim Expenses under this Agreement, Indemnitee shall submit to the Company a written request for payment, together with such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to such advancement. Indemnitee must also furnish to the Company a written affirmation of his such Indemnitee’s good faith belief that: (a) he the Indemnitee has conducted himself or herself in good faith and that he or she reasonably believed that (1) in the case of conduct in his the Indemnitee’s Corporate Status, that his or her conduct was in the Company’s or such Subsidiary’s best interests; (2) in all other cases, his or her conduct was at least not opposed to the Company’s or such Subsidiary’s best interests; and (3) in the case of any criminal proceeding, he the Indemnitee had no reasonable cause to believe his or her conduct was unlawful, or (b) the Proceeding involves conduct for which liability has been eliminated under a provision of the applicable certificate of incorporation, as authorized by applicable law. 7.2 Payment of Interim Expenses shall be made without regard to Indemnitee’s ability to repay the advance and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement. Indemnitee’s obligation to repay the Company for advances shall be unsecured and no interest shall be charged thereon. Requests for payment of Interim Expenses in accordance with Section 7.1 shall be paid by the Company no later than thirty (30) days following any such request.