Common use of Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses Clause in Contracts

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 and 7, or if expenses are not advanced pursuant to Section 8, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance. Such judicial proceeding shall be made de novo, and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 or Section 7 hereof that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such proceeding that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation shall pay all reasonable costs and expenses (including attorneys’ fees) actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 and 7Section 10 or 11, or if expenses are not advanced pursuant to Section 812, Indemnitee shall be entitled to a final adjudication in the Delaware Court of Chancery. Alternatively, Indemnitee, at Indemnitee’s option, may seek an appropriate court award in arbitration to be conducted by a single arbitrator pursuant to the rules of the State American Arbitration Association, such award to be made within sixty days following the filing of Delaware the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advanceclaim. Such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 10 or Section 7 11 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation shall Company shall, to the fullest extent not prohibited by applicable law, pay all reasonable costs and expenses (including attorneys’ feesfees and disbursements) actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced paid pursuant to Section 815, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancepayment. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 hereof 9 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation Company shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 and 7, or if expenses are not advanced pursuant to Section 8, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s 's entitlement to such indemnification or advance. Such judicial proceeding shall be made de novo, and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 or Section 7 hereof that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such proceeding that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation shall pay all reasonable costs and expenses (including attorneys’ ' fees) actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses are not advanced pursuant to Section 810, Indemnitee shall be entitled to a final adjudication in an appropriate court the Delaware Court of the State of Delaware or Chancery, first, and then in any other court of competent jurisdiction of Indemnitee’s 's entitlement to such indemnification or advance. Alternatively, Indemnitee, at Indemnitee's option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees' fees and disbursements) actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 7 and 78, or if expenses are not advanced pursuant to Section 89, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware Wisconsin or any other court of competent jurisdiction of Indemnitee’s his or her entitlement to such indemnification or advanceadvancement of expenses or costs. Alternatively, Indemnitee at his or her option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty (60) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim but may oppose such claim. Such judicial proceeding or arbitrator shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (determination, if so made) , that Indemnitee he or she is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 7 or Section 7 8 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding binding, and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees) and costs actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses are not advanced pursuant to Section 810, Indemnitee shall be entitled to a final adjudication in an appropriate court the Delaware Court of the State of Delaware or Chancery, first, and then in any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ feesfees and disbursements) actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 7 and 78, or if expenses are not advanced pursuant to Section 89, the Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware Nevada or any other court of competent jurisdiction of Indemnitee’s his entitlement to such indemnification or advance. Alternatively, the Indemnitee at his option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration or any other claim, but may oppose the Indemnitee's right to indemnification. Such judicial proceeding or arbitration shall be made de novo, novo and the Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 7 and 8 that Indemnitee he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 7 or Section 7 8 hereof that the Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ ' fees) and costs actually incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses expenses, costs and charges are not advanced pursuant to Section 87, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware Nevada or any other court of competent jurisdiction of Indemnitee’s his or her entitlement to such indemnification or advance. The Company shall not oppose Indemnitee’s right to seek any such adjudication or any other claim. Such judicial proceeding Proceeding shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee he or she is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification indemnification, payment or advancement of expenses, costs and charges hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees) ), costs and charges actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedingsProceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 7 and 78, or if expenses are not advanced pursuant to Section 89, the Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s his entitlement to such indemnification or advance. Alternatively, the Indemnitee at his option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee's right to seek any such adjudication or award in arbitration or any other claim, but may oppose the Indemnitee's right to indemnification. Such judicial proceeding or arbitration shall be made de novo, novo and the Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 7 and 8 that Indemnitee he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 7 or Section 7 8 hereof that the Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ ' fees) and costs actually incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced paid pursuant to Section 815, Indemnitee shall be entitled to a seek final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancepayment. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 hereof 9 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation Company shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 and 7, or if expenses are not advanced pursuant to Section 8, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s 's entitlement to such indemnification or advance. Such judicial proceeding shall be made de novo, and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 or Section 7 hereof that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such proceeding that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation shall pay all reasonable costs and expenses (including attorneys’ fees) actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder hereunder, or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 and 7SECTION 8, or if expenses are not advanced pursuant to Section 8SECTION 9, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware Illinois of his or any other court of competent jurisdiction of Indemnitee’s her entitlement to such indemnification or advance. The Company shall not oppose Indemnitee's right to seek any such adjudication or any other claim. Such judicial proceeding shall be made de novo, and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee he or she is not entitled to indemnification. If a determination is made or deemed to have been made made, pursuant to the terms of Section 6 or Section 7 hereof SECTION 8, that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees) Damages actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that If a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced paid pursuant to Section 815, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancepayment. Such Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Section 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 hereof 9 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding binding, and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation Company shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 Articles THIRD and 7FOURTH hereof or, or if expenses are not advanced pursuant to Section 8Article SEVENTH hereof, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advanceadvancement. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Article THIRD or FOURTH hereof that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 Article THIRD or Section 7 FOURTH hereof hereof that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or advancement of expenses hereunder, the Corporation shall pay all reasonable costs expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedingsappeal therein).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced paid pursuant to Section 815, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancepayment. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 hereof 9 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation Company promptly shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses are an advancement of Expenses is not advanced made pursuant to Section 815, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advanceadvancement. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 hereof 9 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Corporation Company shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced pursuant to Section 810, Indemnitee shall be entitled to a final adjudication in an appropriate court the Delaware Court of the State of Delaware or Chancery, first, and then in any other court of competent jurisdiction jurisdiction, of Indemnitee’s entitlement to such indemnification or advance. Alternatively, Indemnitee at Indemnitee’s option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a prior determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such proceeding that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees) Expenses actually incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 8 and 79, or if expenses Expenses are not advanced pursuant to Section 86, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance. The Company shall not oppose Indemnitee’s right to seek any such adjudication or any other claim. Such judicial proceeding shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 8 or Section 7 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to any indemnification indemnification, payment or advancement of Expenses hereunder, the Corporation Company shall pay all reasonable costs and expenses (including attorneys’ fees) Expenses actually incurred by Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).

Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 6 9 and 710, or if expenses Expenses are not advanced paid pursuant to Section 816, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancepayment. Such Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo, novo and Indemnitee shall not be prejudiced in seeking further relief by reason of a determination (if so made) pursuant to Sections 9 or 10 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 6 9 or Section 7 hereof 10 that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation Company further agrees to stipulate in any such proceeding court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement and is precluded from making any assertion assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation Company promptly shall pay all reasonable costs Expenses actually and expenses (including attorneys’ fees) actually reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).