Common use of Protection of Rights Clause in Contracts

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI is not promptly paid in full by the Company after a written claim has been received by the Company or if expenses pursuant to Section 2 of this Article VI have not been promptly advanced after a written request for such advancement accompanied by an Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable), the Indemnified Person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that indemnification of the Indemnified Person is prohibited by law, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or its shareholders) to have made a determination, if required, prior to the commencement of such action that indemnification of the Indemnified Person is proper in the circumstances, nor an actual determination by the Company (including its board of directors, independent legal counsel, or its shareholders) that indemnification of the Indemnified Person is prohibited, shall be a defense to the action or create a presumption that indemnification of the Indemnified Person is prohibited.

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI VII is not promptly paid in full by the Company Corporation after a written claim has been received by the Company corporation or if expenses pursuant to Section 2 of this Article VI VII have not been promptly advanced after a written request for such advancement accompanied by an the Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable)Corporation, the Indemnified Person claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person claimant shall also be entitled to be paid the reasonable expense thereofthereof (including, without limitation, attorneys’ fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking has been tendered to the Companycorporation) that indemnification of the Indemnified Person claimant is prohibited by law, but the burden of proving such defense shall be on the Companycorporation. Neither the failure of the Company corporation (including its board of directors, independent legal counsel, counsel or its shareholdersstockholders) to have made a determination, if required, prior to the commencement of such action that indemnification of the Indemnified Person claimant is proper in the circumstances, nor an actual determination by the Company corporation (including its board of directors, independent legal counsel, counsel or its shareholdersstockholders) that indemnification of the Indemnified Person claimant is prohibited, shall be a defense to the action or create a presumption that indemnification of the Indemnified Person claimant is prohibited.

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI 5.2 or any agreement ("Other Agreement") providing indemnification to an Indemnitee is not promptly paid in full by the Company Operating Subsidiary after a written claim has been received by the Company Operating Subsidiary or if expenses pursuant to Section 2 of this Article VI 5.3 or an Other Agreement have not been promptly advanced after a written request for such advancement accompanied by an the Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable)Operating Subsidiary, the Indemnified Person claimant may at any time thereafter bring suit against the Company Operating Subsidiary to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person suit an Indemnitee shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required Undertaking has been tendered to the CompanyOperating Subsidiary) that indemnification such Indemnitee has not met the standards of conduct which make it permissible under the Indemnified Person is prohibited by lawDGCL for Operating Subsidiary to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the CompanyOperating Subsidiary. Neither the failure of the Company Operating Subsidiary (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) to have made a determination, if required, prior to the commencement of such action determination that indemnification of the Indemnified Person an Indemnitee is proper in the circumstancescircumstances because such Indemnitee has met the applicable standard of conduct required under the DGCL, nor an actual determination by the Company Operating Subsidiary (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) that indemnification an Indemnitee had not met such applicable standard of the Indemnified Person is prohibitedconduct, shall be a defense to the action or create a presumption that indemnification Indemnitee had not met the applicable standard of the Indemnified Person is prohibitedconduct.

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI VII is not promptly paid in full by the Company corporation after a written claim has been received by the Company corporation or if expenses pursuant to Section 2 of this Article VI VII have not been promptly advanced after a written request for such advancement accompanied by an the Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable)corporation, the Indemnified Person claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, suit such Indemnified Person claimant shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required Undertaking has been tendered to the Companycorporation) that indemnification the claimant has not met the standards of conduct which make it permissible under the Indemnified Person is prohibited by lawDGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Companycorporation. If an Event has occurred, a claimant making a claim under Section 1 of this Article VII or seeking to avoid repayment to the corporation pursuant to an Undertaking shall have (i) the right, but not the obligation, to have a determination made by independent legal counsel as to whether indemnification of the claimant is proper because he has met the applicable standard of conduct required under the DGCL, and (ii) the right to select as independent legal counsel for such purposes any law firm designated for such purpose in a resolution adopted by a majority of the board of directors prior to the Event and in full force and effect immediately prior to the Event. If a determination has been made in accordance with the preceding sentence, no determination inconsistent therewith by other legal counsel, by the board of directors, or by Stockholders shall be of any force or effect. Neither the failure of the Company corporation (including its board of directors, directors independent legal counsel, or its shareholdersStockholders) to have made a determination, if required, prior to the commencement of such action that indemnification of the Indemnified Person claimant is proper in the circumstancescircumstances because he has met the applicable standard of conduct required under the DGCL, nor an actual determination by the Company corporation (including its board of directors, independent legal counsel, or its shareholdersStockholders) that indemnification the claimant had not met such applicable standard of the Indemnified Person is prohibitedconduct, shall be a defense to the action or create a presumption that indemnification claimant had not met the applicable standard of the Indemnified Person is prohibitedconduct.

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI 2 or any agreement ("Other Agreement") providing indemnification to Indemnitee is not promptly paid in full by the Company after a written claim has been received by the Company or if expenses pursuant to Section 2 of this Article VI 3 or an Other Agreement have not been promptly advanced after a written request for such advancement accompanied by an the Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable)Company, the Indemnified Person claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person suit Indemnitee shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that indemnification Indemnitee has not met the standards of conduct which make it permissible under the Indemnified Person is prohibited by lawDGCL for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) to have made a determination, if required, prior to the commencement of such action determination that indemnification of the Indemnified Person Indemnitee is proper in the circumstancescircumstances because he has met the applicable standard of conduct required under the DGCL, nor an actual determination by the Company (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) that indemnification Indemnitee had not met such applicable standard of the Indemnified Person is prohibitedconduct, shall be a defense to the action or create a presumption that Indemnitee had not met the applicable standard of conduct. If a Change of Control has occurred, Indemnitee upon making a claim under Section 2 or seeking to avoid repayment to the Company pursuant to an Undertaking under Section 3 shall have (i) the right, but not the obligation, to have a determination made by independent legal counsel as to whether indemnification of the Indemnified Person claimant is prohibitedproper because he or she has met the applicable standard of conduct required under the DGCL; and (ii) shall have the right to select as independent legal counsel for such purpose any law firm as designated (or within a category designated) for such purpose in a resolution adopted by the Board of Directors of the Company prior to the Change of Control and in full force and effect immediately prior to the Change of Control. If a determination has been made in accordance with the preceding sentence, no determination inconsistent therewith by other legal counsel, by the Board of Directors, or by stockholders shall be of any force or effect, provided however, that Indemnitee shall maintain all rights granted hereby to bring an action as specified in the preceding paragraph.

Protection of Rights. If a claim for indemnification under Section 1 of this Article VI 2 or any agreement ("Other Agreement") providing indemnification to Indemnitee is not promptly paid in full by the Company after a written claim has been received by the Company or if expenses pursuant to Section 2 of this Article VI 3 or an Other Agreement have not been promptly advanced after a written request for such advancement accompanied by an the Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable)Company, the Indemnified Person claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person suit Indemnitee shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that indemnification Indemnitee has not met the standards of conduct which make it permissible under the Indemnified Person is prohibited by lawDGCL for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) to have made a determination, if required, prior to the commencement of such action determination that indemnification of the Indemnified Person Indemnitee is proper in the circumstancescircumstances because he/she has met the applicable standard of conduct required under the DGCL, nor an actual determination by the Company (including its board Board of directorsDirectors, independent legal counsel, or its shareholdersstockholders) that indemnification Indemnitee had not met such applicable standard of the Indemnified Person is prohibitedconduct, shall be a defense to the action or create a presumption that Indemnitee had not met the applicable standard of conduct. If a Change of Control has occurred, Indemnitee upon making a claim under Section 2 or seeking to avoid repayment to the Company pursuant to an Undertaking under Section 3 shall have (i) the right, but not the obligation, to have a determination made by independent legal counsel, at the expense of the Company, as to whether indemnification of the Indemnified Person claimant is prohibitedproper because he/she has met the applicable standard of conduct required under the DGCL; and (ii) shall have the right to select as independent legal counsel for such purpose any law firm as designated (or within a category designated) for such purpose in a resolution adopted by the Board of Directors of the Company prior to the Change of Control and in full force and effect immediately prior to the Change of Control (or if no such law firm has been so designated by the Board of Directors, any law firm selected by such Indemnitee provided that such firm has an AV rating by Martindale Hubbxxx). If a determination has been made in accordance with the preceding sentence, no determination inconsistent therewith by other legal counsel, by the Board of Directors, or by stockholders shall be of any force or effect, provided however, that Indemnitee shall maintain all rights granted hereby to bring an action as specified in the preceding paragraph.