Common use of Adjudication or Arbitration Clause in Contracts

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all the Delaware Courts Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any the Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any the Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo Brand Pharma and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo Brand Pharma and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo Brand Pharma and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo Brand Pharma and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all the Delaware Courts Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any the Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any the Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received in full the requested indemnification or an Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable the terms of this Agreement (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Applicable Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Applicable Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Irish Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plcthe Company, Sucampo Covidien plc and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plcThe Company, Sucampo Covidien plc and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received in full the requested indemnification or an Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable the terms of this Agreement (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation (A) in the court at the Company’s domicile as evidenced in the commercial register (the “Court at the Company’s domicile”) or (B) in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Applicable Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Applicable Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “"Nonpayment”"), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in the court at the Company's domicile as evidenced in the commercial register (the "Court at the Company's domicile") or in any federal or state court located in the New York County, State of Delaware New York (a “Delaware "New York Court”") having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court at the Company's domicile or in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Court at the Company's domicile or the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding in the Court at the Company's domicile or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Court at the Company's domicile or the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in the court at the Company’s domicile as evidenced in the commercial register (the “Court at the Company’s domicile”) or in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court at the Company’s domicile or in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Court at the Company’s domicile or the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding in the Court at the Company’s domicile or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Court at the Company’s domicile or the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.

Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all the Delaware Courts Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any the Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any the Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.