Advances of Expenses. Any Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in any Proceeding shall be paid by the Corporation in advance upon the written request of Indemnitee if Indemnitee shall undertake to # repay such amount to the extent that it is ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation.
Advances of Expenses. AnyThe Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or3, 4 and 6 in any Proceeding shall be paid by the CorporationCompany in advance uponat the written request of Indemniteethe Indemnitee, if Indemnitee shall undertake to # repay such amount to the extent that it is ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation.indemnification.
Advancement of Expenses. AnyAll reasonable Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in any Proceeding shall be paidadvanced from time to time by the Corporation in advance uponCompany to him within thirty (30) days after the receipt by the Company of a written request for an advance of Indemnitee if Indemnitee shall undertakeExpenses, whether prior to # repay such amountor after final disposition of a Proceeding (except to the extent that it is ultimately determined by clear and convincing evidence inthere has been a courtFinal Adverse Determination that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate withbe indemnified for such Expenses), including without limitation any Proceeding brought by or in the Corporation concerningright of the action, suit or proceeding giving riseCompany; provided, however, that Indemnitee shall not be entitled to the Expenses. Any advancesadvancement of Expenses in connection with any Proceeding relating to his termination by or resignation from the Company or arising out of the circumstances described in Section 2.2 above. The written request for and advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee. Indemnitee hereby agrees to repay the Company the amounts advanced if it is ultimately determined that Indemnitee is not entitled to be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemniteeindemnified pursuant to the Corporation.terms of this Agreement.
Advancement of Expenses. AnyNotwithstanding any other provision of this Agreement, the will advance all Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in connection with any Proceeding shall be paidby reason of Indemnitees Corporate Status within 30 days after the receipt by the Corporation in of a statement from Indemnitee requesting such advance uponor advances, whether prior to or after final disposition of such Proceeding. Such statement will reasonably evidence the Expenses incurred by Indemnitee and will include or be preceded or accompanied by a written requestundertaking by or on behalf of Indemnitee if Indemnitee shall undertake to # repay such amount to the extent thatany Expenses advanced if it is ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to thebe indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 will be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation.unsecured and interest free.
AdvancesAdvancement of Expenses. AnyThe Expenses incurred by or on behalf ofthe Indemnitee pursuant to Paragraphs 3 or 4 in any Proceeding shall be paid promptly by the CorporationCompany in advance uponof the final disposition of the Proceeding at the written request of the Indemnitee ifto the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall undertakeset forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding and an undertaking in writing to # repay such amount to the extent thatany advances if it is ultimately determined by clear and convincing evidenceas provided in a court[subsection 5(b)] of this Agreement that the Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 8 shall be paid byAgreement, the Corporation to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation.Articles, applicable law or otherwise.
AdvancesSection # Advance of Expenses. AnyExpenses for Indemnitee. If, by reason of Indemnitees Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary Determination of Indemnitees ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in any Proceedingconnection with such Proceeding. The Company shall be paidmake such advance within ten days after the receipt by the CorporationCompany of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of the Indemnitee (but without duplication), # payment of such Expenses directly to third parties on behalf of Indemnitee, # advance uponof funds to Indemnitee in an amount sufficient to pay such Expenses or # reimbursement to Indemnitee for Indemnitees payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written requestaffirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee if Indemnitee shall undertake to # repayIndemnitee, in substantially the form attached hereto as Exhibit A or in such amount toform as may be required under applicable law as in effect at the time of the execution thereof. To the extent that it is ultimately determinedExpenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this ParagraphSection 8 shall be paidan unlimited general obligation by the Corporationor on behalf of Indemnitee and shall be accepted without reference to Indemnitee within twenty (20) days following delivery of a written request therefor by IndemniteeIndemnitees financial ability to the Corporation.repay such advanced Expenses and without any requirement to post security therefor.
Advancement of Expenses. AnyNotwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in connection with any Proceeding shall be paidby reason of Indemnitees Corporate Status within thirty (30) days after the receipt by the Corporation in advance upon the written request of Indemnitee if Indemnitee shall undertake to # repay such amount to the extent that it is ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this Paragraph 8 shall be paid by the Corporation to Indemnitee within twenty (20) days following deliveryCompany of a written request thereforstatement 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 to the Corporation.and shall include or be preceded or accompanied by a written undertaking by or on
ADVANCEMENT OF EXPENSES. To the extent not prohibited by law, the Company shall advance the expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4 in connection with any Proceedingproceeding, and such advancement shall be paidmade within 20 days after the receipt by the CorporationCompany of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in advanceconnection 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 upon the written request of Indemniteethe Company, an undertaking to repay the advancement of expenses if Indemnitee shall undertake to # repay such amountand to the extent that it is ultimately determined by clear and convincing evidencea court of competent jurisdiction in a courtfinal judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interest free and without regard to Indemnitees ability to repay the expenses. Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitees right to indemnification hereunder,under this Agreement, or otherwise, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving risethis right of advancement, including expenses incurred preparing and forwarding statements to the Expenses. AnyCompany 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 madeindemnified by the Company. The right to advances under this Paragraph 8Section shall be paid by the Corporationcontinue until final disposition of any proceeding, including any appeal therein. This Section 7 shall not apply to Indemnitee within twenty (20) days following delivery of a written request thereforany claim made by Indemnitee for which indemnity is excluded pursuant to Section 11(b). The Company shall not seek from a court, or agree to, a bar order which would have the Corporation.effect of prohibiting or limiting the Indemnitees right to receive advancement of expenses under this Agreement.
Section # Advance of Expenses. AnyExpenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee pursuantin connection with such Proceeding. In connection with any particular amount of advancement requested, Indemnitee (or a third party acting on Indemnitee’s behalf in providing services that are the subject of the specific advancement demand) shall provide a statement or statements requesting such advance, whether prior to Paragraphs 3 or 4after final disposition of such Proceeding, including in any Proceedingthe form of an invoice for services so long as the statement reasonably evidences the Expenses incurred by Indemnitee. Indemnitee shall also provide with his or her first request for advancement a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be paid byrequired under applicable law as in effect at the Corporation in advance upontime of the written requestexecution thereof. Within 10 days of receiving the statement or statements requesting advancement, the Company shall, at Indemnitee’s reasonable discretion (but without duplication), make payment of such Expenses either directly to # third parties on behalf of Indemnitee ifor # Indemnitee, including in those instances where Indemnitee shall undertake to # repayhas made prior payment of such amount toExpenses. To the extent that it is ultimately determinedExpenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and # reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses. Any advances to be made under this ParagraphSection 8 shall be paidan unlimited general obligation by the Corporationor on behalf of Indemnitee and shall be accepted without reference to Indemnitee within twenty (20) days following delivery of a written request therefor by IndemniteeIndemnitee’s financial ability to the Corporation.repay such advanced Expenses and without any requirement to post security therefor.
Advances of Expenses.Procedure. Any Expenses incurred by or on behalf of Indemnitee pursuant to Paragraphs 3 or 4indemnification and advances provided for in any ProceedingParagraph 3, 4, 5, 6, 7 and 8 shall be paid by the Corporation in advance uponmade no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Corporation's Code of Regulations or Articles of Incorporation providing for indemnification, is not paid in full by the Corporation within twenty (20) days after a written request for payment thereof has been first received by the Corporation, Indemnitee if Indemnitee shall undertakemay, but need not, at any time thereafter bring an action against the Corporation to # repay suchrecover the unpaid amount of the claim and, subject to the extent that it is ultimately determined by clear and convincing evidence in a court thatother provisions of this Agreement, Indemnitee is notalso shall be entitled to indemnification hereunder, and # reasonably cooperatebe paid for the Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in connection with the Corporation concerning theany action, suit or proceeding giving risein advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the Expenses. Any advancesamount claimed, but the burden of proving such defense shall be on the Corporation and Indemnitee shall be entitled to be made under thisreceive advance payments of expenses pursuant to Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Corporation contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be paidfor the court to decide. There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor any actual determination by the Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its shareholders) that Indemnitee has not met such applicable standard of conduct, shall # constitute a defense to such action, # create a presumption that Indemnitee within twenty (20) days following deliveryhas or has not met the applicable standard of a written request therefor byconduct, or # otherwise alter the presumption in favor of Indemnitee referred to in the Corporation.preceding sentence.
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