Xxxxxxxx xx Xxxxxxxxxx. (x) If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, or to arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
Xxxxxxxx xx Xxxxxxxxxx. (x) XXXX xxxxxx xxxxxx that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Covance all of CLSI's rights and obligations under (a) the Capital Contribution Agreement and Shareholder Agreement dated February 22, 1995 among Corning BioPro Inc., CLSI, Richard Hawkins, Dr. John Scarlett, Robert F. Amundsen and Dr. Nona Nilxxx, (x) xxx xxd xxx xxxxxxxx xxxxk xxxxxx xxxxxxxxxx betwexx XXXX, Xxxxxxg Bio Inc. and individual employees of Corning Bio Inc., (c) the Registration Agreement dated as of February 22, 1995 by and between Corning BioPro Inc. and CLSI, (d) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Robert F. Amundsen and the Escrow Agent named therein, and (e) the Joinx Xxxxxx Xxxxxxxxxons dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Dr. John Scarlett and the Escrow Agent named therein. CLSI hereby furthxx xxxxxx xxxx on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Corning all of its rights and obligations under the lease agreement dated October 5, 1995 between 2154 Trading Corporation and CLSI with respect to 10 Mountainview Road, Upper Saddle River, New Jersey. CCL hereby agrees xxxx xx xx xxxxx xx xxx Xxxxxxxxxxxx Xxxx xx xx xxxn as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Corning all of CCL's rights and obligations under the Asset Transfer Agreement dated as of May 2, 1994, as amended, among CCL, International Technology Corporation, IT Corporation and Quanterra Incorporated and the related closing documents thereunder, including without limitation the General Instrument of Assignment and Assumption dated June 28, 1994 between CCL and Quanterra Incorporated. Corning hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.02(j), it will assign, transfer and convey to Covance all of Corning's rights and obligations under that certain Registration Agreement dated as of February 22, 1995 by and between Corning, Dr. Nona Niland, Dr. John Scarlett, Robert F. Amundsen and Richard Hawkxxx.
Xxxxxxxx xx Xxxxxxxxxx. Xxx Xxxxxxxxxx xs located at the Borrower's primary place of business or at other locations leased or licensed by the Borrower in the ordinary course of its business.
Xxxxxxxx xx Xxxxxxxxxx. Xxx xxxxxxxxxx xxxe herein shall survive the delivery of the Note and the making of loans hereunder.
