Common use of ADVANCEMENT OF LITIGATION COSTS Clause in Contracts

ADVANCEMENT OF LITIGATION COSTS. If so requested in writing by Indemnitee, Overseas shall pay any and all Litigation Costs incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any and all Litigation Costs incurred by Indemnitee and previously paid by Indemnitee) and/or shall, subject to the other terms and provisions hereof (including applicable limitations relating to actions by or in the right of Overseas or Affiliates of Overseas), pay any judgments, fines or amounts paid in settlement (or, if applicable, reimburse Indemnitee for any such sums previously paid by Indemnitee) in each case promptly, but in any event within 10 days, after such request (an "Advancement"). Overseas shall be obligated to make or pay an Advancement in advance of the final disposition or conclusion of any Proceeding. Any request for an Advancement under this Agreement shall reasonably evidence the Litigation Costs incurred by Indemnitee. In connection with any request for an Advancement, if requested by Overseas, Indemnitee or Indemnitee's counsel shall submit an affidavit stating that the Litigation Costs incurred were reasonable, and Indemnitee shall submit at such time a signed undertaking reflecting the terms of the Indemnitee Reimbursement Obligation set forth in Section 8 hereof (i.e., that Indemnitee shall repay such Advancement, without interest, if, and to the extent it is finally determined by the Court that Indemnitee is not entitled to indemnification). Any dispute as to the reasonableness of any Litigation Costs shall not delay an Advancement by Overseas, and Overseas agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Proceeding against the Indemnitee. If Indemnitee has petitioned the Court of Chancery of the State of Delaware or any other court of competent jurisdiction pursuant to Section 8 hereof to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Board of Directors, independent legal counsel or the stockholders that Indemnitee would not be permitted to be indemnified under the applicable law shall not be binding and Indemnitee shall not be required to reimburse Overseas for any Advancements, and Overseas shall be obligated to continue to make Advancements, until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).

ADVANCEMENT OF LITIGATION COSTS. If so requested in writing by Indemnitee, Overseas shall pay any and all Litigation Costs incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any and all Litigation Costs incurred by Indemnitee and previously paid by Indemnitee) and/or shall, subject to the other terms and provisions hereof (including applicable limitations relating to actions by or in the right of Overseas or Affiliates of Overseas), pay any judgments, fines or amounts paid in settlement (or, if applicable, reimburse Indemnitee for any such sums previously paid by Indemnitee) in each case promptly, but in any event within 10 days, after such request (an "“Advancement"”). Overseas shall be obligated to make or pay an Advancement in advance of the final disposition or conclusion of any Proceeding. Any request for an Advancement under this Agreement shall reasonably evidence the Litigation Costs incurred by Indemnitee. In connection with any request for an Advancement, if requested by Overseas, Indemnitee or Indemnitee's ’s counsel shall submit an affidavit stating that the Litigation Costs incurred were reasonable, and Indemnitee shall submit at such time a signed undertaking reflecting the terms of the Indemnitee Reimbursement Obligation set forth in Section 8 hereof (i.e., that Indemnitee shall repay such Advancement, without interest, if, and to the extent it is finally determined by the Court that Indemnitee is not entitled to indemnification). Any dispute as to the reasonableness of any Litigation Costs shall not delay an Advancement by Overseas, and Overseas agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Proceeding against the Indemnitee. If Indemnitee has petitioned the Court of Chancery of the State of Delaware or any other court of competent jurisdiction pursuant to Section 8 hereof to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Board of Directors, independent legal counsel or the stockholders that Indemnitee would not be permitted to be indemnified under the applicable law shall not be binding and Indemnitee shall not be required to reimburse Overseas for any Advancements, and Overseas shall be obligated to continue to make Advancements, until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).

ADVANCEMENT OF LITIGATION COSTS. If so requested in writing by Indemnitee, Overseas shall pay any and all Litigation Costs incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any and all Litigation Costs incurred by Indemnitee and previously paid by Indemnitee) and/or shall, subject to the other terms and provisions hereof (including applicable limitations relating to actions by or in the right of Overseas or Affiliates of Overseas), pay any judgments, fines or amounts paid in settlement (or, if applicable, reimburse Indemnitee for any such sums previously paid by Indemnitee) in each case promptly, but in any event within 10 days, after such request (an "Advancement"). Overseas shall be obligated to make or pay an Advancement in advance of the final disposition or conclusion of any Proceeding. Any request for an Advancement under this Agreement shall reasonably evidence the Litigation Costs incurred by Indemnitee. In connection with any request for an Advancement, if requested by Overseas, Indemnitee or Indemnitee's counsel shall submit an affidavit stating that the Litigation Costs incurred were reasonable, and Indemnitee shall submit at such time a signed undertaking reflecting the terms of the Indemnitee Reimbursement Obligation set forth in Section 8 hereof (i.e., that Indemnitee shall repay such Advancement, without interest, if, and to the extent it is finally determined by the Court that Indemnitee is not entitled to indemnification). Any dispute as to the reasonableness of any Litigation Costs shall not delay an Advancement by Overseas, and Overseas agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Proceeding against the Indemnitee. If Indemnitee has petitioned the Court of Chancery of the State of Delaware or any other court of competent jurisdiction pursuant to Section 8 hereof to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Board of Directors, independent legal counsel or the stockholders that tht Indemnitee would not be permitted to be indemnified under the applicable law shall not be binding and Indemnitee shall not be required to reimburse Overseas for any Advancements, and Overseas shall be obligated to continue to make Advancements, until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).