Advancement of Expenses Clause Example with 112 Variations from Business Contracts
This page contains Advancement of Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses i...ncurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.View More
Variations of a "Advancement of Expenses" Clause from Business Contracts
Advancement of Expenses. Notwithstanding any other provision of this Agreement, Except as otherwise provided herein, the Company shall advance all Expenses expenses incurred by or on behalf of the Indemnitee in connection with the investigation, defense, settlement and/or appeal of any Proceeding by reason proceeding referred to in Section 3 or Section 4 hereof (including amounts actually paid in settlement of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a statement any such ...action, suit or statements from proceeding). The Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee hereby undertakes to repay any Expenses such amounts advanced if only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified against by the Company as authorized by this Agreement or otherwise. The advances to be made hereunder shall be paid by the Company to or on behalf of the Indemnitee promptly and in any event within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company. 4 8. Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such Expenses. notification shall not diminish Indemnitee's indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. (b) Any advances indemnification requested by the Indemnitee under Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceedings, or (ii) in the event such quorum is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and undertakings the last of whom is selected by the first two arbitrators so selected, that the Indemnitee has or has not met the relevant standard for indemnification set forth in Section 3 and 4 hereof. (c) Notwithstanding a determination under Section 8(b) above that the Indemnitee is not entitled to repay indemnification with respect to any specific proceeding, the Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing the Indemnitee's right to indemnification pursuant to this Section 5 Agreement. The burden of proving that the indemnification or advances are not appropriate shall be unsecured and interest free. on the Company. Neither the failure of the Company (including its Board of Directors or independent legal counsel or the panel of arbitrators) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met theapplicable standard of conduct, nor an actual determination by the Company (including its Board of Directors or independent legal counsel or the panel or arbitrators) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create any presumption that the Indemnitee has or has not met the applicable standard of conduct. (d) The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 8 so long as such claims and/or defenses of the Indemnitee were made or asserted in good faith. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, To the extent not prohibited by law, the Company shall will advance all the Expenses actually and reasonably paid or incurred by or on behalf of Indemnitee in connection with any Proceeding by reason (prior to the final disposition thereof), pursuing an action to enforce Indemnitee's right to indemnification under this Agreement, or otherwise, and this right of Indemnitee's Corporate Status within thirty (30) advancement, including Expenses ...incurred preparing and forwarding statements to the Company to support the advances claimed. Such advancement will be made promptly following request therefor, but, in any event, no later than twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred (which will include invoices received by Indemnitee and shall include in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or be preceded or accompanied by a written undertaking by or on behalf of to expenditures made that would cause 6 Indemnitee to waive any privilege accorded by applicable law will not be required to be included with the invoice). Advances will be unsecured, interest free and without regard to Indemnitee's ability to repay any Expenses advanced the Expenses. Indemnitee acknowledges that the execution and delivery of this Agreement will constitute an undertaking providing that Indemnitee will, to the fullest extent required by law, repay the advance if and to the extent that it shall is ultimately be determined in a final non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses. Any by the Company, and that no other undertaking or declaration of reservation or preservation of rights with respect to the foregoing will be required. The right to advances and undertakings to repay pursuant to under this Section 5 shall be unsecured and interest free. will continue until final disposition of any Proceeding, including any appeal therein. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all (a) All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Pr...oceeding. Proceeding at the request of the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such statement or statements request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written undertaking an undertaking, by or on behalf of Indemnitee the Indemnitee, to repay any Expenses all amounts so advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee's undertaking to repay any such amounts is not required to be 8 secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 10 of this Section 5 Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder. (b) Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such determination shall be unsecured and interest free. made: (i) by the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (ii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (iv) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Procee...ding. Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee (except by reason of the fact that the Indemnitee is or was a director of the Company) if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or statements not such majority constitutes a quorum; (ii) by a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (iv) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written undertaking an undertaking, by or on behalf of Indemnitee the Indemnitee, to repay any Expenses all amounts so advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee's undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Section 5 Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall be unsecured and interest free. determine that the Indemnitee is entitled to an advancement of Expenses hereunder. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Procee...ding. Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board of Directors by a majority vote of directors who are not parties to such proceeding, whether or statements not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written undertaking an undertaking, by or on behalf of Indemnitee the Indemnitee, to repay any Expenses all amounts so advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee's undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to Section 11 of this Section 5 Agreement (including the enforcement of this provision) to the extent the court shall be unsecured and interest free. determine that the Indemnitee is entitled to an advancement of Expenses hereunder. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt described in Sections 4 or 5 shall be paid by the Company in advance of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proce...eding. Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such statement determination shall be made: (i) by the Board by a majority vote of directors who are not parties to such proceeding, whether or statements not such majority constitutes a quorum; (ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board , a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written undertaking an undertaking, by or on behalf of Indemnitee the Indemnitee, to repay any Expenses all amounts so advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee's undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to Section 11 of this Section 5 Agreement (including the enforcement of this provision) to the extent the court shall be unsecured and interest free. determine that the Indemnitee is entitled to an advancement of Expenses hereunder. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, To the Company extent not prohibited by law, from and after the Effective Time, the Companies shall advance all the Expenses or Liabilities incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee's Corporate Status Proceeding, and such advancement shall be made within thirty (30) calendar days after the receipt by the Company Companies of a statement or statements from Indemnitee requesting such advan...ce or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements (which shall reasonably evidence the Expenses incurred include invoices received by Indemnitee in connection with such Expenses or Liabilities but, in the case of invoices in connection with legal services, 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 the invoice) and shall include upon request of the Companies, an undertaking to repay the advancement of Expenses or be preceded or accompanied Liabilities if and to the extent that it is ultimately determined by a written undertaking by or on behalf court of Indemnitee competent jurisdiction in a final judgment, not subject to repay any Expenses advanced if it shall ultimately be determined appeal, that Indemnitee is not entitled to be indemnified against such Expenses. Any advances by the Companies. Advances shall be unsecured, interest free and undertakings without regard to Indemnitee's ability to repay the expenses. Advances shall include any and all Expenses and/or Liabilities actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee's right to indemnification under this Agreement, or otherwise and this right of advancement, including Expenses and/or Liabilities incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 4 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to this Section 5 shall be unsecured and interest free. 15(d)(ii). View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all All Expenses incurred by or on behalf of the Indemnitee in connection with defending any Proceeding described in Section 4 or 5 shall be paid by reason Frontier in advance of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such P...roceeding. Proceeding at the request of the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the Chief Executive Officer or the Secretary of Frontier. Such statement or statements request shall reasonably evidence the Expenses incurred or about to be incurred by the Indemnitee and and, if required by law at the time of such advancement, shall include or be preceded or accompanied by a written an undertaking by or on behalf of the Indemnitee to repay any Expenses the amounts advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings Expenses by Frontier as provided by this Agreement or otherwise. The Indemnitee's undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after receipt by Frontier of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Section 5 Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall be unsecured and interest free. determine that the Indemnitee is entitled to an advancement of Expenses hereunder. View More
Advancement of Expenses. Notwithstanding Except as limited by Section 3 above, all Expenses incurred by the Indemnitee in defending any other provision Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The Indemnitee's right to advancement shall not be subject to the satisfaction of any standard of conduct and advances shall be made without regard to the Indemnitee's ultimate entitlement to indemnification under... the provisions of this Agreement or otherwise. To receive an advancement of Expenses under this Agreement, the Company Indemnitee shall advance all submit a written request to the General Counsel of the Company. Such request shall include a schedule with supporting documentation relating thereto, setting forth in detail the Expenses incurred by the Indemnitee (which may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law), and shall include or be accompanied by an undertaking, by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee Indemnitee, to repay any Expenses all amounts so advanced if it shall ultimately be determined determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified against for such Expenses. Any advances and undertakings to repay Expenses by the Company as provided by this Agreement or otherwise. For the avoidance of doubt, a single undertaking by the Indemnitee pursuant to this Section 5 16 may cover all funds advanced from time to time in respect of a Proceeding. The Indemnitee agrees to repay all such amounts promptly following any such final judicial decision. The Indemnitee's undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be unsecured and interest free. made within 20 calendar days after the receipt by the General Counsel of the Company of such written request. The Indemnitee's entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder. View More
Advancement of Expenses. Notwithstanding any other provision of this Agreement, To the extent not prohibited by law, the Company shall advance all the Expenses actually incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee's Corporate Status within thirty (30) Proceeding, 6. and such advancement shall be made promptly following request therefor, but in any event no later than twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesti...ng such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements (which shall reasonably evidence the Expenses incurred include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, 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 the invoice) and shall include or be preceded or accompanied upon request of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a written undertaking by or on behalf court of Indemnitee to repay any Expenses advanced if it shall ultimately be determined competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses. Any advances by the Company. Advances shall be unsecured, interest free and undertakings without regard to Indemnitee's ability to repay the Expenses advanced by the Company. Advances shall include any and all Expenses actually incurred by Indemnitee pursuing an action to enforce Indemnitee's right to indemnification under this Agreement, or otherwise and this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b). The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Section 5 shall be unsecured and interest free. Agreement. View More
