Common use of Remedies of Executive Clause in Contracts

Remedies of Executive. (a) Subject to Section 12(c), in the event that (i) a determination is made pursuant to Section 10 that Executive is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) within 90 days (or 30 days if the request was for an advance) after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 10(a) within ten days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or 6 is not made within ten days after a determination has been made that Executive is entitled to indemnification, Executive shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Executive, at his 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. Executive shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Executive first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Executive to enforce his rights under Section 5. The Corporation shall not oppose Executive’s right to seek any such adjudication or award in arbitration.

Remedies of Executive. (a) Subject to Section 12(c), in the event that (i) a determination is made pursuant to Section 10 that Executive is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) within 90 days (or 30 days if the request was for an advance) after receipt by the Corporation Indemnitors of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 10(a) within ten days after receipt by the Corporation Indemnitors of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or 6 is not made within ten days after a determination has been made that Executive is entitled to indemnification, Executive shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Executive, at his 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. Executive shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Executive first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Executive to enforce his rights under Section 5. The Corporation Indemnitors shall not oppose Executive’s 's right to seek any such adjudication or award in arbitration.

Remedies of Executive. (a) Subject to Section 12(c), in the event that (i) a determination is made pursuant to Section 10 that Executive is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) within 90 days (or 30 days if the request was for an advance) after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 10(a) within ten days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or 6 is not made within ten days after a determination has been made that Executive is entitled to indemnification, or (vi) the 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, Executive the benefits provided or intended to be provided to Executive hereunder, Executive shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Executive, at his 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. Executive shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Executive first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Executive to enforce his rights under Section 5. The Corporation shall not oppose Executive’s right to seek any such adjudication or award in arbitration.