Partial Indemnification or Expense Advancement Sample Clauses

Partial Indemnification or Expense Advancement. If the Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by him or her in connection with any Proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification. The burden to establish that the Indemnitee is entitled to less than 100% of all expenses and indemnification payments shall be on the Company, which shall advance fees to the Indemnitees in the event that such an apportionment dispute were to arise.