Common use of Action by Indemnitee Clause in Contracts

Action by Indemnitee. In the event that (i) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iii) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6, (iv) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 or (v) the applicable portion of Expenses and Losses are not contributed by the Company to Indemnitee pursuant to Article 5, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification, contribution or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Action by Indemnitee. In the event that (ia) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iiic) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6, (ivd) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 6.7 or (ve) the applicable portion of Expenses and Losses are not contributed by Company or any other person or Enterprise takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the Company benefits provided or intended to be provided to Indemnitee pursuant to Article 5hereunder, then Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdictionChancery Court, of his or her entitlement to such indemnification, contribution indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Action by Indemnitee. In the event that (ia) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iiic) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6, (ivd) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 6.7 or (ve) the applicable portion of Expenses and Losses are not contributed by Corporation or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the Company benefits provided or intended to be provided to Indemnitee pursuant to Article 5hereunder, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification, contribution indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company Corporation will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Action by Indemnitee. In the event that (ia) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iiic) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6, (ivd) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 6.7, or (ve) the applicable portion of Expenses and Losses are not contributed by Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny or to recover from Indemnitee the Company benefits provided or intended to Indemnitee pursuant to Article 5be provided hereunder, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification, contribution indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company Corporation will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Action by Indemnitee. In the event that (ia) a determination is made pursuant to Article 6 5 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) an Expense Advance is not timely made pursuant to Section 4.3 3.3 of this Agreement, (iiic) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.65.6, (ivd) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 5.7 or (ve) the applicable portion of Expenses and Losses are not contributed by Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the Company benefits provided or intended to be provided to Indemnitee pursuant to Article 5hereunder, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification, contribution indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company Corporation will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Action by Indemnitee. In the event that (ia) a determination is made pursuant to Article 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) an Expense Advance is not timely made pursuant to Section 4.3 of this Agreement, (iiic) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 6.6, (ivd) payment of indemnified amounts is not made within the applicable time periods specified in Section 6.8 6.7 or (ve) the applicable portion of Expenses and Losses are not contributed by Corporation or any other person or Enterprise takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the Company benefits provided or intended to be provided to Indemnitee pursuant to Article 5hereunder, then Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, Chancery Court or in any other court of competent jurisdiction, of his or her entitlement to such indemnification, contribution indemnification or payment of an Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company Corporation will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.