Remedies of Indemnitees. (a) In the event that (i) a determination pursuant to Section 4 hereof is made that Indemnitees are not entitled to indemnification, (ii) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement, or (iii) Indemnitees otherwise seek enforcement of this Agreement, Indemnitees shall be entitled to a final adjudication in a court of competent jurisdiction in the State of New York of the remedy sought.
Remedies of Indemnitees. (a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitees is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within the timeline set forth in this Agreement, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within the timeline set forth in this Agreement, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within the timeline set forth in this Agreement, or (vii) payment to Indemnitees pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within the timeline set forth in this Agreement, Indemnitees shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitees, at his or her 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. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitees’s right to seek any such adjudication or award in arbitration.
Remedies of Indemnitees. 3.4.1 In the event that a determination is made pursuant to Para. 3.2 that the Indemnitee is not entitled to indemnification hereunder: (a) The Indemnitee shall be entitled to seek an adjudication of his or her entitlement to such indemnification either, at the Indemnitee's option, in (x) an appropriate court of the State of Delaware applying the substantive and procedural law of the State of Delaware, or (y) an arbitration to be conducted a mutually agreeable arbitrator conducted under the commercial arbitration rules of the American Arbitration Association applying the substantive law of the State of Delaware and the Federal Rules of Evidence in toto; (b) any such judicial proceeding or arbitration shall be de novo, and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (c) in any such judicial proceeding or arbitration, the Company shall have the burden of proving that indemnification is prohibited by applicable law. If any such determination is made, the Indemnitee shall be entitled, on five days' written notice to the Secretary of the Company, to receive the written report of the persons making such determination, which report shall include the reasons and factual findings, if any, upon which such determination was based.
Remedies of Indemnitees
