ADVANCE OF EXPENSES definition

ADVANCE OF EXPENSES. Expenses (including attorneys fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation to any Proper Person in advance of the final disposition of the such action, suit or proceeding upon receipt of: (1) a written affirmation of such Proper Person's good faith belief that he has met the standards of conduct prescribed by Section 1 of this Article; (2) a written undertaking, executed personally or on his behalf, to repay such advances if it is ultimately determined that he did not meet the Exhibit D prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment); (3) a determination is made by the proper group (as described in Section 4 of this Article), that the facts as then known to the group would not preclude indemnification.
Sample 1

Examples of ADVANCE OF EXPENSES in a sentence

  • LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES Section 8.1 Limitation of Liability.

  • The frequency may vary according to the supervisor and the student.

  • AUTHORIZATION OF INDEMNIFICATION AND ADVANCE OF EXPENSES SHALL BE MADE IN THE SAME MANNER AS THE DETERMINATION THAT INDEMNIFICATION OR ADVANCE OF EXPENSES IS PERMISSIBLE; EXCEPT THAT, IF THE DETERMINATION THAT INDEMNIFICATION OR ADVANCE OF EXPENSES IS PERMISSIBLE IS MADE BY INDEPENDENT LEGAL COUNSEL, AUTHORIZATION OF INDEMNIFICATION AND ADVANCE OF EXPENSES SHALL BE MADE BY THE BODY THAT SELECTED SUCH COUNSEL.

  • ADVANCE OF EXPENSES Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

  • ADVANCE OF EXPENSES Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

  • EXHIBIT A Form of Undertaking AFFIRMATION AND UNDERTAKING FOR ADVANCE OF EXPENSES PURSUANT TO SECTION 145(e) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Pursuant to Section 145(e) of the General Corporation Law of the State of Delaware (the “DGCL”), Section 9.3 of the Amended and Restated Bylaws (the “Bylaws”) of Corsair Gaming, Inc.

  • By: AUTHORIZED OFFICER Address: 0000 Xxxxxxxx Xxxxxx Menlo Park, CA 94025 AGREED TO AND ACCEPTED BY: INDEMNITEE: By: «INDEMNITEE» Date: [·] Address: «Address» EXHIBIT A Form of Undertaking AFFIRMATION AND UNDERTAKING FOR ADVANCE OF EXPENSES PURSUANT TO SECTION 145(e) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Pursuant to Section 145(e) of the General Corporation Law of the State of Delaware (the “DGCL”), Section 9.3 of the Amended and Restated Bylaws (the “Bylaws”) of Nevro Corp.

  • An officer is entitled to mandatory indemnification OR AN ADVANCE OF EXPENSES under section 7-109-103, and is entitled to apply for court-ordered indemnification OR AN ADVANCE OF EXPENSES under section 7-109-105, in each case to the same extent as a director.

  • ACORPORATION MAY PROVIDE INDEMNIFICATION OR AN ADVANCE OF EXPENSES TO A DIRECTOR OR AN OFFICER ONLY AS PERMITTED BY THIS ARTICLE 109.SECTION 47.

  • AFFIXING SEAL 25ARTICLE XII INDEMNIFICATION AND ADVANCE OF EXPENSES.

Related to ADVANCE OF EXPENSES

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Expense Advance means a payment to Indemnitee pursuant to Section 3 of Expenses in advance of the settlement of or final judgement in any action, suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation which constitutes a Claim.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Director or officer means any of the following:

  • O&M Expenses means expenses incurred by or on behalf of the Developer or by the Authority, as the case may be, for all O&M including (a) cost of salaries and other compensation to employees, (b) cost of materials, supplies, utilities and other services, (c) insurance premium, (d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement, improvement and maintenance costs, (f) payments required to be made under the O&M Contract, or any other contract in connection with or incidental to O&M, and (g) all other expenditure required to be incurred under Applicable Laws, Applicable Permits or this Agreement.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Pre-Charge-Off Expenses means those expenses incurred in the usual and prudent management of a Shared-Loss Loan that would qualify as a Reimbursable Expense or Recovery Expense if incurred after a Charge-Off of the related Shared-Loss Asset had occurred.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • Reasonable Additional Expenses means expenses for meals, taxi fares, essential telephone calls, local transportation, and lodging which are necessarily incurred as the result of Trip Delay and which are not provided by the Common Carrier or any other party free of charge.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Patent Expenses means the fees and expenses of outside counsel and payments to Third Parties incurred after the Effective Date in connection with the preparation, filing, prosecution and maintenance of the Licensed Patents, the Joint Collaboration Patents, and the Shire Patents covering Compound and Collaboration Products, including the costs of patent interference and opposition proceedings, net of any reimbursement of such expenses by Third Parties.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).