Advance for Expenses. 7.1 Mandatory Advance. Expenses (including attorneys' fees, court costs, judgments, fines, amounts paid in settlement and other payments) incurred by the Indemnitee in investigating, defending, settling or appealing any action, suit or proceeding described in Section 1 or 2 hereof shall be paid by the Company in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount of such expenses to the Indemnitee, but in no event later than 10 days following the Indemnitee's delivery to the Company of a written request for an advance pursuant to this Section 7, together with a reasonable accounting of such expenses.
Advance for Expenses. Before the final disposition of an Indemnification Proceeding, the Cooperative may pay for, or reimburse, the reasonable Indemnification Expenses incurred by an Indemnification Director, Officer, or Individual who is an Indemnification Party to the Indemnification Proceeding (“Indemnification Advance”) if:
Advance for Expenses. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by the Indemnitee who is a party to a proceeding in advance of final disposition of the proceeding and in advance of any determination and authorization of indemnification pursuant to Section 4 of this Agreement if:
Advance for Expenses. (1) The corporation shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding before he is a director if he delivers to the corporation:
Advance for Expenses a. The Corporation shall pay to an Executive, or to such other person or entity as the Executive may designate in writing to the Corporation, his or her reasonable Expenses incurred by or on behalf of such Executive in connection with any Action, or claim, issue, or matter associated with any such Action, in advance of the final disposition or conclusion of any such Action (or claim, issue, or matter associated with any such Action), within ten days after the receipt of the Executive's written request therefor; provided, the following conditions are satisfied:
Advance for Expenses. The Company shall, before final disposition of a Proceeding, advance funds to pay for or reimburse the reasonable expenses (including attorneys’ fees) incurred by an Indemnified Person who is a Party to a Proceeding if such Person delivers to the Company a written affirmation of his or its good faith belief that his or its conduct does not constitute behavior that would prohibit the Company from indemnifying the Indemnified Person pursuant to the Act, and such Member or Manager furnishes the Company a written undertaking, executed personally or on his or its behalf, to repay any advances if it is ultimately determined that he or it is not entitled to indemnification under this Article XII or the Act.
Advance for Expenses. The Company shall from time to time pay to or reimburse Indemnitee, or such other person or entity as Indemnitee may designate in writing to the Company, Expenses incurred by or on behalf of Indemnitee in connection with any Action in advance of the final disposition or conclusion of any such Action within ten days after the receipt of Indemnitee's written request therefor; provided, that Indemnitee furnishes to the Company an executed written certificate affirming his good faith belief that he has not engaged in misconduct which constitutes a Breach of Duty and agrees in writing to repay any advances made under this Section 5 if it is ultimately determined that he is not entitled to be indemnified by the Company for such Expenses pursuant to this Agreement.
Advance for Expenses. The Association shall advance funds to pay for or reimburse the reasonable expenses incurred by an Indemnitee who is a party to a proceeding if (a) the Indemnitee furnishes the Association a written affirmation of the Indemnitee's good faith belief that the Indemnitee has met the relevant Standard of Conduct set out and in Section 8.51(a)(2) and (b) of the Mississippi Business Corporation Act, or that the proceeding involves conduct for which liability of directors to the Association or its shareholders has been eliminated by a provision of these Articles of Association and Section 2.02(b)(4) of the Mississippi Business Corporation Act, and (b) the Indemnitee furnishes the Association a written undertaking to repay any funds advanced if the Indemnitee is not entitled to mandatory indemnification or if a final order is entered by the Office of the Comptroller of the Currency in the action assessing civil money penalties or requiring payments to the Association by the Indemnitee or there is a subsequent determination in the proceeding that the conduct of the Indemnitee was not the type of conduct eliminated from liability in these Articles of Association under Section 2.02(b)(4) of the Mississippi Business Corporation Act. The written undertaking must be an unlimited general obligation of the Indemnitee. Authorization of an advance for expenses under this Section 9.7 shall be made within two (2) weeks of the Indemnitee's submission to the Association of the written request and affirmation and undertaking described above and shall be made:
Advance for Expenses. The Company shall from time to time pay to or reimburse Indemnitee, or such other person or entity as Indemnitee may designate in writing to the Company, Expenses incurred by or on behalf of Indemnitee in connection with any Action in advance of the final disposition or conclusion of any such Action within 10 days after the receipt of Indemnitee’s written request therefor; provided, that Indemnitee furnishes to the Company an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty or otherwise renders indemnification impermissible under applicable law and agrees in writing to repay any advances made under this Section 5 if it is ultimately determined that he or she is not entitled to be indemnified by the Company for such Expenses pursuant to this Agreement. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
Advance for Expenses. (a) The Company must, before final disposition of a any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal (each, a "Proceeding") advance funds to pay for or reimburse the reasonable Expenses incurred by an Indemnitee who is a party to a Proceeding because it is a Member or Officer if such Indemnitee delivers to the Company a written affirmation of its good faith belief that its conduct does not constitute behavior that would result in liability for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction for which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement; and such Indemnitee furnishes the Company a written undertaking, executed personally or on its behalf, to repay any advances with interest at a rate per annum equal to the greater of (i) 10% or (ii) the prime rate (as published in the Wall Street Journal) plus 2%, if it is ultimately determined that it is not entitled to indemnification under this Section 9.3 or the Act. For purposes of this Section 9.3, "Expenses" includes all reasonable counsel fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, including any appeals.
