Advance Payment of Expenses definition

Advance Payment of Expenses. Expenses (including attorneys' fees) incurred by a director or officer described in Section 8.01 in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it should be determined that such person is not entitled to be indemnified by the Company as authorized in this Article. Such expenses (including attorneys' fees) incurred by employees or agents described in Section 8.02 in defending John Hancock Life Insurance Company - Amended & Restated By-Laws any Proceeding may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The Board of Directors may authorize the Company's counsel to represent any director, officer, employee or agent in any action, suit or proceeding, whether or not the Company is a party to such action, suit or proceeding.
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Examples of Advance Payment of Expenses in a sentence

  • Section 6.1. Limitation of Liability of Directors 16 Section 6.2. Indemnification of Directors 16 Section 6.3. Advance Payment of Expenses 17 Section 6.4. Indemnification of Officers, Employees, Fiduciaries, and Agents 17 Section 6.5. Insurance 17 ARTICLE 7.

  • Determination of Entitlement to Indemnification and/or Advance Payment of Expenses If a determination shall have been made pursuant to Article IX of the Corporation's Amended and Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

  • Section 6.1. Limitation of Liability of Directors 16 Section 6.2. Indemnification of Directors 16 Section 6.3. Advance Payment of Expenses 16 Section 6.4. Indemnification of Officers, Employees, Fiduciaries, and Agents 17 Section 6.5. Insurance 17 ARTICLE 7.

  • Section 6.1. Limitation of Liability of Directors 16 Section 6.2. Indemnification of Directors 16 Section 6.3. Advance Payment of Expenses 17 Section 6.4. Indemnification of Officers, Employees, Fiduciaries, and Agents 17 Section 6.5. Insurance 18 ARTICLE 7.

  • Advance Payment of Expenses.......................................

  • Advance Payment of Expenses: The Corporation shall pay any reasonable expenses so incurred by such Indemnitee in defending a Proceeding in advance of the final disposition thereof to the fullest extent that such advance payment may be lawful under the Maryland General Corporation Law.

  • Section 5—Determination of Entitlement to Indemnification and/or Advance Payment of Expenses If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

  • Advance Payment of Expenses If anticipated expenditure on a trip is such that it is unreasonable to expect an individual to claim expenses retrospectively, an advance payment may be obtained, with the approval of the Registrar.

  • INDEMNIFICATION AND CONTRIBUTION 59 Section 11.1 Indemnity by the Company 59 Section 11.2 Exculpation 60 Section 11.3 Expenses 60 Section 11.4 Advance Payment of Expenses 60 Section 11.5 Beneficiaries 60 Section 11.6 Indemnification Procedure for Third Party and Other Claims 60 Section 11.7 Other Claims 61 Section 11.8 Limitation on Damages 61 ARTICLE XII.

  • INDEMNIFICATION 35 18.1 Indemnity 35 18.2 Indemnity for Actions By or In the Right of The Company 36 18.3 Indemnity If Successful 36 18.4 Expenses 36 18.5 Advance Payment of Expenses 37 18.6 Other Arrangements Not Excluded 37 ARTICLE XIX.

Related to Advance Payment 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.

  • 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.

  • 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.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

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

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

  • 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.

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

  • Eligible Expenses means expenses incurred for Medical Services rendered with respect to a Disability.

  • Reimbursable Expenses means, for any Shared-Loss Quarter, the amount of actual, reasonable and necessary out-of-pocket expenses (other than Capitalized Expenditures), paid to third parties (other than Affiliates of the Assuming Institution) by or on behalf of the Assuming Institution, as limited by Sections 3.2(c) and (d) of Article III of this Commercial Shared-Loss Agreement, to:

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

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Seller Expenses has the meaning set forth in Section 11.1.

  • Covered Expenses means expenses actually incurred by or on behalf of a Covered Person for treatment, services and supplies covered by the Policy. Coverage under the Participating Organization’s Policy must remain continuously in force from the date of the Covered Accident or Sickness until the date treatment, services or supplies are received for them to be a Covered Expense. A Covered Expense is deemed to be incurred on the date such treatment, service or supply, that gave rise to the expense or the charge, was rendered or obtained.

  • 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.

  • Cash Expenses means, for any period, the Operating Expenses for the operation of the Property as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower minus any payments into the Tax and Insurance Escrow Fund.

  • 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.