Example ContractsClausesprocedure for advance payment of expensesVariants
Remove:

Agreement to Advance Expenses; Undertaking. The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. To the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

Agreement to Advance Expenses; Undertaking. The Company shallAdvancement of Expenses. Notwithstanding any other provision of this Agreement, the will advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar30 days after the receipt by the Company of a written statement from Indemnitee requesting such advance or advances from time to time,advances, whether prior to or after final disposition of such Proceeding. ToSuch statement will reasonably evidence the extent requiredExpenses incurred by Delaware law, Indemnitee hereby undertakesand will include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any and all of the amount of Indemnifiable Expenses paid to Indemniteeadvanced if it is finallyultimately determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect tobe indemnified against such Expenses. This undertaking is an unlimited general obligation of Indemnitee.Any advances and undertakings to repay pursuant to this Section 5 will be unsecured and interest free.

AgreementSection # Advances of Expenses. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to Advance Expenses; Undertaking. Thebe, made a party to any Proceeding, the Company shallshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including asuch Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar days after the receipt by the Company of a written statement from Indemniteeor statements 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 affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met. Execution and delivery to the Company of this Agreement by Indemnitee shall constitute an undertaking by Indemnitee to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 4 of this Agreement. To the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiablethat Expenses paidadvanced to Indemnitee if it is finally determined bydo not relate to a court of competent jurisdiction that Indemnitee is not entitled underspecific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking pursuant to this Agreement to indemnification with respect to such Expenses. This undertaking isSection 7 shall be an unlimited general obligation by or on behalf of Indemnitee.Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

AgreementSection # Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to Advance Expenses; Undertaking. Thebe, made a party to any Proceeding, the Company shallshall, without requiring a preliminary Determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate StatusProceeding. The Company shall make such advance within ten (10) calendar days after the receipt by the Company of a written statement from Indemniteeor statements requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.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 of funds to Indemnitee in an amount sufficient to pay such Expenses or # reimbursement to Indemnitee for Indemnitee’s 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 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 required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses 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 Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking isSection 8 shall be an unlimited general obligation by or on behalf of Indemnitee.Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Agreement to Advance Expenses; Undertaking. TheAdvancement 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, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendarthirty (30) days after the receipt by the Company of a written statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. ToSuch statement or statements shall reasonably evidence the extent requiredExpenses incurred by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determinedshall include or be preceded or accompanied by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. Thiswritten undertaking is an unlimited general obligation of Indemnitee.by or on

AgreementSection # Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to Advance Expenses; Undertaking. Thebe, made a party to any Proceeding, the Company shallshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. In connection with any Proceeding, includingparticular amount of advancement requested, Indemnitee (or a Proceeding by orthird party acting on Indemnitee’s behalf in providing services that are the rightsubject of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within ten (10) calendar days after the receipt by the Company ofspecific advancement demand) shall provide a written statement from Indemniteeor statements requesting such advance or advances from time to time,advance, whether prior to or after final disposition of such Proceeding.Proceeding, including in the 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 required under applicable law as in effect at the time of the execution 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 or # Indemnitee, including in those instances where Indemnitee has made prior payment of such Expenses. To the extent that Expenses 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 Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking isSection 8 shall be an unlimited general obligation by or on behalf of Indemnitee.Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section # Advances of Expenses. Notwithstanding any provision of this Agreement to Advance Expenses; Undertaking. Thethe contrary (other than Section 14(d)), the Company shall advance alladvance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding (or any part of any Proceeding) not initiated by or in the right of the Company, in which Indemnitee is involved by reason ofIndemnitee, and such Indemnitee’s Corporate Statusadvancement shall be made within ten (10) calendarthirty (30) days after the receipt by the Company of a written statement from Indemniteeor statements requesting such advance or advances from time to time, whether prior to or after final disposition of suchany Proceeding. ToAdvances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the extent required by Delaware law,Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), 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 herebyshall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay any and all of the amount of Indemnifiable Expenses paidamounts advanced (without interest) to Indemnitee ifthe extent that it is finallyultimately determined by a court of competent jurisdiction that Indemnitee is not entitled underto be indemnified by the Company. No other form of undertaking shall be required other than the execution of this AgreementAgreement. This Section 10 shall not apply to indemnification with respectany claim made by Indemnitee for which indemnity is excluded pursuant to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.Section 9.

Agreement to Advance Expenses; Undertaking. TheADVANCEMENT OF EXPENSES. To the extent not prohibited by law, the Company shall advance all Expensesthe expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason ofproceeding, and such Indemnitee’s Corporate Statusadvancement shall be made within ten (10) calendar20 days after the receipt by the Company of a written statement from Indemniteeor statements requesting such advanceadvances (which shall 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 advances from time to time, whether priorexpenditures made that would cause Indemnitee to or after final dispositionwaive any privilege accorded by applicable law shall not be included with the invoice) and upon request of such Proceeding. Tothe Company, an undertaking to repay the advancement of expenses if and to the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee ifthat it is finallyultimately 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. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include any and all expenses 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 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 indemnification with respectthe fullest extent required by law, repay the advance if and to such Expenses.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 undertakingSection 7 shall not apply to any claim made by Indemnitee for which indemnity is an unlimited general obligationexcluded pursuant to Section 11(b). The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of Indemnitee.prohibiting or limiting the Indemnitee’s right to receive advancement of expenses under this Agreement.

Agreement to Advance Expenses; Undertaking. The Company shall advance allAdvancement of Expenses. All reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceedingshall be advanced from time to time by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate StatusCompany to him within ten (10) calendarthirty (30) days after the receipt by the Company of a written statement from Indemnitee requesting suchrequest for an advance or advances from time to time,of Expenses, whether prior to or after final disposition of such Proceeding. Toa Proceeding (except to the extent required by Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined bythat there has been a court of competent jurisdictionFinal Adverse Determination that Indemnitee is not entitled to be indemnified for such Expenses), including without limitation any Proceeding brought by or in the right of the Company; provided, however, that Indemnitee shall not be entitled to the advancement 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 Agreementparagraph shall contain reasonable detail of the Expenses incurred by Indemnitee. Indemnitee hereby agrees to indemnification with respectrepay the Company the amounts advanced if it is ultimately determined that Indemnitee is not entitled to such Expenses. This undertaking is an unlimited general obligationbe indemnified pursuant to the terms of Indemnitee.this Agreement.

AgreementSection # Advance of Expenses for an Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to Advance Expenses; Undertaking. Thebe, made a party to any Proceeding, the Company shallshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including# such Proceeding which is initiated by a Proceeding by or in the rightthird party who is not a stockholder of the Company, or # such Proceeding which is initiated by a stockholder of the Company acting in his or her capacity as such and for which Indemnitee is involved by reasona court of competent jurisdiction specifically approves such Indemnitee’s Corporate Statusadvancement, and which relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, within ten (10) calendar days after the receipt by the Company of a written statement from Indemniteeor statements 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 affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met 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 required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee, together with the Applicable Legal Rate of interest thereon, relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses 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 Delaware law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking isSection 8 shall be an unlimited general obligation by or on behalf of Indemnitee.Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.