Common use of Review of Indemnification Obligations Clause in Contracts

Review of Indemnification Obligations. (i) Notwithstanding the foregoing, to the extent any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnified, (A) the Company shall have no further obligation under Section 2(a) above to Indemnify Indemnitee, and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having jurisdiction under this Deed to secure a determination that Indemnitee is entitled to be Indemnified, any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in Indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

Review of Indemnification Obligations. (i) 2.3.1. Notwithstanding the foregoing, to the extent any Reviewing Party shall shall, following the final disposition of the Claim at issue (as to which all rights of appeal therefrom have been exhausted or lapsed), have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnified, (A) the Company shall have no further obligation under Section 2(a) Clause 2.1 and Clause 2.2 above to Indemnify Indemnitee, and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses and Awards paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having jurisdiction under this Deed to secure a determination that Indemnitee is entitled to be Indemnified, any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses or Awards theretofore paid in Indemnifying Indemnitee unless, until and to the extent that a final judicial determination adverse to Indemnitee is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

Review of Indemnification Obligations. (i) 2.2.1. Notwithstanding the foregoing, to the extent any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnified, (A) the Company shall have no further obligation under Section 2(a) Clause 2.1 above to Indemnify Indemnitee, and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses and Awards paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having jurisdiction under this Deed to secure a determination that Indemnitee is entitled to be Indemnified, any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses or Awards theretofore paid in Indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

Review of Indemnification Obligations. (i) Notwithstanding the foregoing, to in the extent event any Reviewing Party shall have determined (in a written opinion, in any case in which opinion pursuant to Section 2(d) if Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnifiedindemnified hereunder under applicable law, (Ai) the Company shall have no further obligation under Section 2(a) above to Indemnify Indemniteemake any payments to Indemnitee not made prior to such determination, and (Bii) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination)in indemnifying Indemnitee; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having jurisdiction under this Deed pursuant to secure a determination that Indemnitee is entitled to be IndemnifiedSection 2(c), any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified indemnified hereunder shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in Indemnifying indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed)) is made with respect thereto.

Review of Indemnification Obligations. (i) 2.2.1. Notwithstanding the foregoingprovisions of Clause 2.1.1, to the extent any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnified, (A) the Company shall have no further obligation under Section 2(a) Clause 2.1 above to Indemnify Indemnitee, and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses and Awards paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having jurisdiction under this Deed Agreement to secure a determination that Indemnitee is entitled to be Indemnified, any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses or Awards theretofore paid in Indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

Review of Indemnification Obligations. (i) Notwithstanding the foregoing, to in the extent event any Reviewing Party shall will have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be Indemnifiedindemnified hereunder under applicable law, (Ai) the Company shall have no further obligation under Section 2(a) above to Indemnify Indemniteemake any payments to Indemnitee not made prior to such determination by such Reviewing Party, and (Bii) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid prior to such determination (which reimbursement shall be made within thirty (30) days after such determination)in indemnifying Indemnitee; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court having of competent jurisdiction under this Deed to secure a determination that Indemnitee is entitled to be Indemnifiedindemnified hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be Indemnified shall indemnified hereunder under applicable law will not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in Indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).Company