Common use of Prepayment of Expenses Clause in Contracts

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Dune Acquisition Corp), Business Combination Agreement (Ivanhoe Capital Acquisition Corp.), Unit Purchase Agreement (Dune Acquisition Corp)

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Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, pay the expenses (including including, without limitation, attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX X or otherwise.

Appears in 2 contracts

Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Registration Rights Agreement (Rosecliff Acquisition Corp I)

Prepayment of Expenses. The Corporation shall to To the fullest extent not prohibited by applicable law law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX 7 or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mavenir Systems Inc), Agreement and Plan of Merger (Jamba, Inc.)

Prepayment of Expenses. The Corporation corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Sterling Chemicals Inc)

Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II), Agreement and Plan of Merger (FAST Acquisition Corp. II)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX Six or otherwise.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cogint, Inc.), Merger Agreement and Plan of Reorganization (Tiger Media, Inc.)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current covered person, and may pay the expenses incurred by any employee or former officer or director agent of the Corporation Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Registration Rights Agreement (Priveterra Acquisition Corp.), Agreement and Plan of Merger (Roth CH Acquisition II Co)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law promptly pay the expenses (including attorneys' fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person such Covered Person to repay all amounts advanced if it should be ultimately determined that the person such Covered Person is not entitled to be indemnified under this Article IX Section 8.4 or otherwise.

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 2 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees) incurred by any current covered person, and may pay the expenses incurred by any employee or former officer or director agent of the Corporation Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX IX- or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Desktop Metal, Inc.)

Prepayment of Expenses. (a) The Corporation corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 1 contract

Samples: Shareholders Agreement (Hyster-Yale Materials Handling, Inc.)

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Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Person identified in Section 7.1 in defending any Proceeding in advance of its final disposition; , provided, howeverhowever , that, to that the extent required by law, such payment of expenses incurred by a Person identified in Section 7.1 in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person such Person to repay all amounts advanced if it should be ultimately determined that the person such Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 1 contract

Samples: Letter Agreement (National CineMedia, Inc.)

Prepayment of Expenses. The Corporation corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation corporation, and may pay the expenses incurred by any employee or agent of the corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to that the extent required by law, such payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX XI or otherwise.

Appears in 1 contract

Samples: Investment Agreement (Crescent Financial Corp)

Prepayment of Expenses. The Corporation shall to To the fullest extent not prohibited by applicable law law, the Corporation shall pay the expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX or otherwise.

Appears in 1 contract

Samples: Stockholders Agreement (Adma Biologics, Inc.)

Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Franchise Group, Inc.)

Prepayment of Expenses. The Corporation corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees) incurred by any current or former officer or director of the Corporation a Covered Person in defending any Proceeding proceeding in advance of its final disposition; , provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX Section 14 or otherwise.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

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