Common use of Conditions to Expense Advance Clause in Contracts

Conditions to Expense Advance. The Company's obligation to provide an Expense Advance is subject to the following conditions: (a) If the Proceeding arose in connection with Indemnitee's service as a director or officer of the Company (and not in any other capacity in which Indemnitee rendered service, including service to any Related Company), then Indemnitee or his or her representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified under this Agreement or otherwise; (b) Indemnitee shall give the Company such information and cooperation as it may reasonably request and as shall be within Indemnitee's power; and (c) Indemnitee shall furnish, upon request by the Company, a written affirmation of Indemnitee's good faith belief that any applicable standards of conduct have been met by Indemnitee. INDEMNIFICATION AGREEMENT FINANCIAL PACIFIC COMPANY

Conditions to Expense Advance. The Company's ’s obligation to provide an Expense Advance is subject to the following conditions: (a) : i. Undertaking. If the Proceeding arose in connection with Indemnitee's ’s service as a director or and/or officer of the Company or member of a committee of the Board (and not in any other capacity in which Indemnitee rendered service, including but not limited to service to any Related Company), then Indemnitee or his or her representative shall have executed and delivered to the Company an undertakingundertaking (in the form of Exhibit B hereto), which need not be secured and shall be accepted without reference to Indemnitee's ’s financial ability to make repayment, by or on behalf of Indemnitee Indemnitee, to repay all Expense Advances if and to the extent that it shall ultimately be determined determined, by a final, unappealable final decision not subject to appeal rendered by a court having jurisdiction over the parties and the question proper jurisdiction, that Indemnitee is not entitled to be indemnified for such Expense Advance under this Agreement or otherwise; (b) Indemnitee shall give . Indemnitee’s obligation to reimburse the Company such information and cooperation as it may reasonably request and as for any Expense Advance shall be within Indemnitee's power; and (c) Indemnitee unsecured and no interest shall furnish, upon request by the Company, a written affirmation of Indemnitee's good faith belief that any applicable standards of conduct have been met by Indemniteebe charged thereon. INDEMNIFICATION AGREEMENT FINANCIAL PACIFIC COMPANY4