Common use of Expenses Indemnification Procedure Clause in Contracts

Expenses Indemnification Procedure. The Company shall advance Indemnitee all expenses incurred by Indemnitee in connection with a Claim on the date on which such amounts are first payable (“Time of Indebtness”), and with respect to items mentioned in Section ‎1(ii) or ‎1(iii) above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of a written request therefor by Indemnitee to the Company, subject to Indemnitee undertaking to repay such advances if it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that you are not entitled to such indemnification. Advances given to cover litigation expenses in accordance with Section ‎1(ii) above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section ‎1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnification. As part of the aforementioned undertaking, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on Indemnitee’s assets.

Expenses Indemnification Procedure. The Company shall advance pay Indemnitee all expenses Expenses incurred by Indemnitee in connection with a Claim with respect to which Indemnitee is entitled to be indemnified under Sections 1-2 above, on the date on which such amounts are first payable (“Time of Indebtness”), and with respect to items mentioned in Section ‎1(ii) or ‎1(iii1(ii) above, even prior to a court decision, provided, however, that such payments shall be made by the Company directly to the Indemnitee’s legal or other applicable advisors, as soon as practicable but has in any event no duty to advance payments in less later than seven fifteen (715) days after following delivery of a written request therefor by Indemnitee to the Company, subject . Any such payment shall be deemed to Indemnitee undertaking to repay such advances if it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that you are not entitled to such indemnificationconstitute indemnification hereunder. Advances given to cover litigation legal expenses in accordance with Section ‎1(ii) above criminal proceedings will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section ‎1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty intent (30) days as of the court’s decisionmens rea). Other advances will be promptly repaid by Indemnitee to the Company if it is determined by the Company, based on advice from its legal counsel, that Indemnitee is not entitled to such indemnificationpayments. In the event that Indemnitee disputes the Company’s determination, Indemnitee’s obligation to repay the Company shall be postponed until such dispute is resolved in a manner that is final and unappealable. Indemnitee’s obligation to repay to the Company for any Expenses or other sums paid hereunder shall be deemed a loan given to Indemnitee by the Company subject to the minimum interest rate prescribed by Section 3(9) of the Income Tax Ordinance [New Version], 1961, or any other legislation replacing it, which is not considered a taxable benefit. As part of the aforementioned undertaking, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on Indemnitee’s assets.

Expenses Indemnification Procedure. The Company shall advance Indemnitee all expenses incurred by Indemnitee in connection with a Claim on the date on which such amounts are first payable (“"Time of Indebtness”"), and with respect to items mentioned in Section ‎1(ii) ‎1.1, ‎1.3 or ‎1(iii) ‎1.4 above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of a written request therefor by Indemnitee to the Company, subject to Indemnitee undertaking to repay such advances if it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that you are the Indemnitee is not entitled to such indemnification. Advances given to cover litigation expenses in accordance with Section ‎1(ii) ‎1.2 above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section ‎1(iii) ‎1.3 above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s 's decision. Other advances will be repaid by Indemnitee to the Company if it is determined by a competent court, the applicable governmental authority or the Company, at the advise of its legal counsel, that Indemnitee is not entitled to such indemnification, within thirty (30) days as of such decision. As part of the aforementioned undertaking, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on Indemnitee’s 's assets. Such security or guarantee amount to be deemed included within the Maximum Cumulative Indemnification, for as long as it is outstanding.

Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance Indemnitee all expenses incurred by Indemnitee in connection with a Claim on the date on which such amounts are first payable (“Time investigation, defense, settlement or appeal of Indebtness”)any civil or criminal action, and with respect to items mentioned suit or proceeding referenced in Section ‎1(ii1(a) or ‎1(iii(b) abovehereof (but not amounts actually paid in settlement of any such action, even suit or proceeding). Indemnitee shall have the right to advancement by the Company prior to a court decisionthe final adjudication of any Indemnifiable Claim of any and all Expenses relating to, but has no duty to advance payments in less than seven (7) days following delivery arising out of a written request therefor or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee's right to such advancement is not subject to the Company, subject to Indemnitee undertaking to repay satisfaction of any standard of conduct and such advances if it is determinedshall be unsecured and interest free. Without limiting the generality or effect of the foregoing, within 30 days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. Advances shall be made without regard to Indemnitee's ability to repay the terms expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement or which shall constitute an undertaking providing that the provisions of any applicable law, that you are not entitled to such indemnification. Advances given to cover litigation expenses in accordance with Section ‎1(ii) above will be repaid by Indemnitee undertakes to the Company fullest extent permitted by law to repay the advance (without interest) if such investigation or proceeding has ended and to the extent that it is ultimately determined by a court of competent jurisdiction in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intentfinal judgment, within thirty (30) days as of the court's decision. Advances given not subject to cover litigation expenses in accordance with Section ‎1(iii) above will be repaid in full by Indemnitee to the Companyappeal, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnificationbe indemnified by the Company. As part No other form of undertaking shall be required other than the execution of this Agreement. Expenses shall include all reasonable attorney's 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 aforementioned undertakingtypes customarily incurred in connection with prosecuting, the Company will make available defending, preparing to Indemnitee any security prosecute or guarantee that Indemnitee may defend, investigating, being or preparing to be required to post in accordance with an interim decision given by a court witness in, or an arbitratorotherwise participating in, a Proceeding, including for on appeal, including without limitation the purpose of substituting liens imposed on Indemnitee’s assetspremium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent.

Expenses Indemnification Procedure. The Company shall advance Indemnitee all expenses incurred by Indemnitee in connection with a Claim on the date on which such amounts are first payable (“Time of IndebtnessIndebtedness”), and with respect to items mentioned in Section ‎1(ii1(ii) or ‎1(iii1(iii) above, even prior to a court decision, but has no duty to advance payments in less than seven (7) days following delivery of a written request therefor by Indemnitee to the Company, subject to Indemnitee undertaking to repay such advances if it is determined, in accordance with the terms of this Agreement or the provisions of any applicable law, that you are Indemnitee is not entitled to such indemnification. Advances given to cover litigation expenses in accordance with Section ‎1(ii1(ii) above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in if a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (30) days as of the court's ’s decision. Advances given to cover litigation expenses in accordance with Section ‎1(iii1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnification. As part of the aforementioned undertaking, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on Indemnitee’s assets.

Expenses Indemnification Procedure. (a) Advancement of Expenses. The Company shall advance all Expenses, which shall include but not be limited to any expense, liability or loss, including reasonable attorney’s fees as determined by Company, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement incurred by any Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee all expenses incurred within ten (10) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with a Claim on such Expenses but, in the date on which such amounts are first payable (“Time case of Indebtness”)invoices in connection with legal services, and any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with respect the statement) from time to items mentioned in Section ‎1(ii) or ‎1(iii) abovetime, even whether prior to a court decisionor after final disposition of any Proceeding. Indemnitee shall have the right to advancement by the Company prior to the final adjudication of any Indemnifiable Claim of any and all Expenses relating to, but has no duty to advance payments in less than seven (7) days following delivery arising out of a written request therefor or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the Company, subject satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee undertaking Indemnitee’s ability to repay such and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances if it is determinedclaimed. Without limiting the generality or effect of the foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with the terms such request (but without duplication of advances made as described above), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. The right to advances under this Agreement or the provisions section shall in all events continue until final disposition of any applicable law, that you are not entitled to such indemnification. Advances given to cover litigation expenses in accordance with Section ‎1(ii) above will be repaid by Indemnitee to the Company if such investigation or proceeding has ended in a criminal charge or in a financial liability was imposed in lieu of a criminal proceeding for a crime which requires a finding of criminal intent, within thirty (30) days as of the court's decision. Advances given to cover litigation expenses in accordance with Section ‎1(iii) above will be repaid in full by Indemnitee to the Company, if Indemnitee is found guilty of a crime that requires proof of criminal intent, within thirty (30) days as of the court’s decision. Other advances will be repaid by Indemnitee to the Company if it is determined that Indemnitee is not entitled to such indemnification. As part of the aforementioned undertaking, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court or an arbitratorProceeding, including for the purpose of substituting liens imposed on Indemnitee’s assetsany appeal thereof.