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 10.2, an Indemnified Person shall also have the right to be paid by the Company the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by 10.4 (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person in his or her capacity as a Manager or Officer shall be made solely upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified 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 Indemnified Person is not entitled to be indemnified or entitled to advancement of expenses under 10.2 and this 10.3 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2, an Indemnified Person shall also have the right to be paid by the Company the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by 10.4 (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person in his or her capacity as a Manager Director or Officer shall be made solely upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified 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 Indemnified Person is not entitled to be indemnified or entitled to advancement of expenses under 10.2 and this 10.3 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section 5.1, an Indemnified Person indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 V (which shall be governed by 10.4 Section 5.3) (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require (x) the DGCL requires or (y) in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person indemnitee in his or her capacity as a Manager director or Officer officer (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 solely upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified Personindemnitee, to repay all amounts so advanced if it shall ultimately be determined by after final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of expenses indemnification under 10.2 and this 10.3 Article V or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section 9.1, an Indemnified Person indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s feesfees and expenses) incurred in appearing at, defending or participating as a witness in or defending any proceeding to such proceeding indemnitee in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by 10.4 Section 9.3) (hereinafter any such payment, an “advancement of expenses”)); provided, however, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, that an advancement of expenses incurred by an Indemnified Person indemnitee in his or her such indemnitee’s capacity as a Manager director or Officer shall officer (and not in any other capacity in which service was or is rendered by such indemnitee, including service to an employee benefit plan) shall, subject to applicable provisions of the DGCL, be made solely upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified Personindemnitee, 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 Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of expenses under 10.2 Sections 9.1 and this 10.3 9.2 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section 7.01, an Indemnified Person indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 VII (which shall be governed by 10.4 Section 7.03 (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person indemnitee in his or her capacity as a Manager director or Officer 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 solely upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified Personindemnitee, 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 Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of expenses under 10.2 Sections 7.01 and this 10.3 7.02 or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section A of this Article VII, an Indemnified Person Indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding Proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by 10.4 (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancementDelaware General Corporation Law requires, an advancement of expenses incurred by an Indemnified Person Indemnitee in his or her capacity as a Manager director or Officer officer (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 solely only upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified PersonIndemnitee, 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 Indemnified Person Indemnitee is not entitled to be indemnified or entitled to advancement of for such expenses under 10.2 and this 10.3 Section B or otherwise. Notwithstanding the foregoing, the Corporation shall not be required to advance any expenses to an Indemnitee in the event and to the extent that such Indemnitee has entered a plea of guilty in the applicable criminal Proceeding.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section 5.1, an Indemnified Person indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s 's fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 V (which shall be governed by 10.4 Section 5.3) (hereinafter an “"advancement of expenses”)"); provided, however, that, if applicable laws require (x) the DGCL requires or (y) in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person indemnitee in his or her capacity as a Manager director or Officer officer (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 solely upon delivery to the Company Corporation of an undertaking (hereinafter an “"undertaking”"), by or on behalf of such Indemnified Personindemnitee, to repay all amounts so advanced if it shall ultimately be determined by after final judicial decision from which there is no further right to appeal (hereinafter a “"final adjudication”") that such Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of expenses indemnification under 10.2 and this 10.3 Article V or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 10.2, an Indemnified Person shall also have the right to be paid by the Company the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by Section 10.4 (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person in his or her capacity as a Manager Director or Officer shall be made solely upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified 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 Indemnified Person is not entitled to be indemnified or entitled to advancement of expenses under 10.2 and Section 10.2, this 10.3 Section 10.3, or otherwise.

Right to Advancement of Expenses. In addition to the The right to indemnification conferred in 10.2, an Indemnified Person Section 7.1 shall also have include the right to be paid by the Company Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any proceeding for which such proceeding right to indemnification is applicable in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 (which shall be governed by 10.4 (hereinafter an “advancement of expenses”)); provided, howeverthat an indemnitee shall repay, without interest, any amounts actually advanced to such indemnitee that, at the final disposition of the proceeding to which the advances related, were in excess of amounts paid or payable by such indemnitee in respect of expenses relating to, arising out of or resulting from such proceeding; and, provided, further, that, if applicable laws require or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancementDGCL requires, an advancement of expenses incurred by an Indemnified Person indemnitee in his or her capacity as a Manager director or Officer officer (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 solely only upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified Personindemnitee, 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 Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of for such expenses under 10.2 and this 10.3 Section or otherwise.

Right to Advancement of Expenses. In addition to the right to indemnification conferred in 10.2Section 6.1, an Indemnified Person indemnitee shall also have the right to be paid by the Company Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article 10 VI (which shall be governed by 10.4 Section 6.4) (hereinafter an “advancement of expenses”)); provided, however, that, if applicable laws require the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an Indemnified Person indemnitee in his or her capacity as a Manager director or Officer 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 solely upon delivery to the Company Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnified Personindemnitee, 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 Indemnified Person indemnitee is not entitled to be indemnified or entitled to advancement of expenses under 10.2 Section 6.1 and this 10.3 Section 6.2 or otherwise.