Common use of Right to Advancement of Expenses Clause in Contracts

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL Delaware General Corporation Law (“DGCL”) requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 8.1, an Indemnitee 2 hereof shall also have include the right to be paid by the Corporation Company (within 2 business days of a request by Indemnitee) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to the fullest extent not prohibited by indemnification is applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement "Advancement of expenses”Expenses"); provided, however, that, if if, but only if, the DGCL Delaware General Corporation Law ("DGCL") so requires, an advancement Advancement of expenses incurred by an Expenses for Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Company of an undertaking (hereinafter an “undertaking”"Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that such Indemnitee is not entitled to be indemnified for such Expenses under this Article VIII Agreement or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee a Covered Person shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ ' fees) incurred in defending defending, testifying, or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”"ADVANCEMENT OF EXPENSES"); provided, however, that, if the DGCL Delaware General Corporation Law ("DGCL") requires, an advancement of expenses incurred by an Indemnitee a Covered Person in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such IndemniteeCovered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Corporation of an undertaking (hereinafter an “undertaking”"UNDERTAKING"), by or on behalf of such IndemniteeCovered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "FINAL ADJUDICATION") that such Indemnitee Covered Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, 1 of this Article V an Indemnitee shall also have the right to be paid by the Corporation corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporationcorporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII V or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.18.2(a), an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII Section 8.2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.111.1, an Indemnitee a Covered Person also shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law Company for the expenses (including, without limitation, attorneys’ feesfees and expenses) incurred in defending defending, testifying or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL General Corporations Law requires, an advancement of expenses incurred by an Indemnitee a Covered Person in his or her capacity as a director Manager or officer of the Corporation Company (and not in any other capacity in which service was or is rendered by such IndemniteeCovered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such IndemniteeCovered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee Covered Person is not entitled to be indemnified for such expenses under this Article VIII XI or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, that an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise. Payment of such expenses actually and reasonably incurred by such person, may be made by the Corporation, subject to such terms and conditions as the general counsel of the Corporation in his or her discretion deems appropriate.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.11 of this Article IV, an Indemnitee a Covered Person shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending defending, testifying, or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL Delaware General Corporation Law (“DGCL”) requires, an advancement of expenses incurred by an Indemnitee a Covered Person in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such IndemniteeCovered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such IndemniteeCovered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee Covered Person is not entitled to be indemnified for such expenses under this Article VIII IV or otherwise.

Right to Advancement of Expenses. In addition to the The right to -------------------------------- indemnification conferred in Section 8.1, an Indemnitee 2 hereof shall also have include the right to be paid by the Corporation Company (within 2 business days of a request by Indemnitee) the Expenses incurred or suffered by Indemnitee in connection with defending any Proceeding for which such right to the fullest extent not prohibited by indemnification is applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement "Advancement of expenses”Expenses"); provided, however, that, if if, but -------- ------- only if, the DGCL Delaware General Corporation Law ("DGCL") so requires, an advancement Advancement of expenses incurred by an Expenses for Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Company of an undertaking (hereinafter an “undertaking”"Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that such Indemnitee is not entitled to be indemnified for such Expenses under this Article VIII Agreement or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 8.1, an Indemnitee this (e) shall also have include the right to be paid by the Corporation to the fullest extent not prohibited by applicable law Company the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, provided that an advancement of expenses incurred by an Indemnitee indemnitee in his or her capacity as a director member of the Governing Board or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemniteeindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Article VIII Section or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in Section 8.1, an Indemnitee this ARTICLE XII shall also have include the right to be paid by the Corporation to the fullest extent not prohibited by applicable law Company the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, that an advancement of expenses incurred by an Indemnitee indemnitee in his or her capacity as a director member of the Governing Board or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemniteeindemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation’s receipt Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemniteeindemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee indemnitee is not entitled to be indemnified for such expenses under this Article VIII Section or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred by an Indemnitee in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if to the extent the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her their capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.