Common use of Right of Covered Person to Bring Suit Clause in Contracts

Right of Covered Person to Bring Suit. If (a) indemnification is not paid in full by the Company within sixty (60) days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses is not paid in full by the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d), the covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable law. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the covered person is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that the Indemnitee has not met the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Covered Person to Bring Suit. If (a) a request for indemnification under Section 9.02 or Section 9.03 is not paid in full by the Company Partnership within sixty ninety (6090) days after days, or if a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Company Partnership within twenty thirty (2030) days days, in each case, after a written request for such payment has been received by the Company pursuant to Section 6(d)Partnership, the covered person Covered Person may at any time thereafter bring suit against the Company Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suitclaim. In any suit brought by a covered person such action, the Partnership shall have the burden of proving that such Covered Person was not entitled to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an the requested indemnification, advancement or payment of expenses) it Expenses. It shall be a defense that indemnification 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, if any is not permitted by applicable law. Furtherrequired, in any suit by the Company to recover an advancement of expenses pursuant has been tendered to the terms Partnership) that such Covered Person has not met the standards of an undertaking, conduct which make it permissible under this Agreement or the Company shall be entitled Partnership Act for the Partnership to recover indemnify such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable lawCovered Person for the amount claimed. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) Partnership to have made a determination prior to the commencement of such suit action that indemnification of the covered person or advancement is proper in the circumstances because the Indemnitee such Covered Person has met the applicable standard of conduct set forth in this Agreement or the Delaware General Corporation LawPartnership Act, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) Partnership that the Indemnitee such Covered Person has not met the such applicable standard of conduct, shall be a defense to the action or create a presumption that the covered person is such Covered Person has not entitled to indemnification ormet any applicable standard of conduct. If successful, in the case of whole or in part, such a suit brought by a covered person, Covered Person shall also be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or paid the Expenses of prosecuting such action to such advancement of expenses, shall be on the Companyfullest extent permitted by law.

Right of Covered Person to Bring Suit. If (a) indemnification is not paid in full by the Company within sixty (60) days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses is not paid in full by the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d), the covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable law. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the covered person is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that the Indemnitee has not met the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Covered Person to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE XII shall be contract rights. If (a) indemnification a claim under this ARTICLE XII is not paid in full by the Company within sixty (60) 60 days after a written request for indemnification claim has been received by the Company pursuant to Section 6(b); (b) Company, except in the case of a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request claim for an advancement of expenses is not paid expenses, in full by which case the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d)applicable period shall be 20 days, the covered person Covered Person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancementthe claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person Covered Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by a covered person the Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person the Covered Person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Furtherthat, in and (ii) any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, undertaking the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that that, the Covered Person has not met any applicable standard for indemnification is not permitted by applicable lawset forth in the Act or this Agreement. Neither the failure of the Company (including including, without limitation, the Governing Board, a committee thereof, independent legal counsel counsel, or its stockholdersthe Members) to have made a determination prior to the commencement of such suit that indemnification of the covered person Covered Person is proper in the circumstances because the Indemnitee Covered Person has met the applicable standard of conduct set forth in the Delaware General Corporation LawAct or this Agreement, nor an actual determination by the Company (including including, without limitation, the Governing Board, a committee thereof, independent legal counsel counsel, or its stockholdersthe Members) that the Indemnitee Covered Person has not met the such applicable standard of conduct, shall create a presumption that the covered person is Covered Person has not entitled to indemnification met the applicable standard of conduct or, in the case of such a suit brought by a covered personthe Covered Person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Company.

Right of Covered Person to Bring Suit. If (a) indemnification is not paid in full by the Company within sixty (60) days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses is not paid in full by the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d), the covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable law. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the covered person is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that the Indemnitee has not met the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, person be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Covered Person to Bring Suit. Any claim under Section 5.01 or Section 5.02 must be made in writing. If (a) indemnification is not paid in full by the Company within sixty (60) days after a any written request claim for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement Advancement of expenses Expenses is not paid in full by the Company within twenty (20) days after a written request for such payment claim has been received by the Company, or if any other written claim under Section 5.01 or Section 5.02 is not paid in full by the Company pursuant to Section 6(d)within thirty (30) days after such claim has been received by the Company, the covered person Covered Person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancementsuch claim. If To the fullest extent permitted by Delaware Law, if successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement Advancement of expenses Expenses pursuant to the terms of an undertakingUndertaking, the covered person Covered Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by a covered person Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person the Covered Person to enforce a right to an advancement Advancement of expensesExpenses) it shall be a defense that indemnification is not permitted by applicable law. Furtherthat, and (ii) in any suit brought by the Company to recover an advancement Advancement of expenses Expenses pursuant to the terms of an undertakingUndertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting Final Adjudication that the Covered Person has not met any applicable standard for indemnification is not permitted by applicable lawunder Delaware Law. Neither the failure of the Company (including the Boardits Directors who are not parties to such action, a committee thereofof such Directors, independent legal counsel or its stockholdersStockholders) to have made a determination prior to the commencement of such suit action that indemnification of the covered person Covered Person is proper in the circumstances because the Indemnitee Covered Person has met the applicable standard of conduct set forth in the under Delaware General Corporation Law, nor an actual determination by the Company (including the Boardits Directors who are not parties to such action, a committee thereofof such Directors, independent legal counsel or its stockholdersStockholders) that the Indemnitee Covered Person has not met the such applicable standard of conduct, shall create a presumption that the covered person is Covered Person has not entitled to indemnification met the applicable standard of conduct or, in the case of such a suit brought by a covered personthe Covered Person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person the Covered Person to enforce a right to indemnification or to an advancement Advancement of expenses Expenses hereunder, or brought by the Company to recover an advancement Advancement of expenses Expenses pursuant to the terms of an undertakingUndertaking, the Company shall have the burden of proving that the covered person Covered Person is not entitled to be indemnified, or to such advancement Advancement of expensesExpenses, shall be on the Companyunder this Section 5 or otherwise.

Right of Covered Person to Bring Suit. If (a) indemnification is not paid in full by the Company within sixty (60) days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses is not paid in full by the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d), the covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable law. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the covered person is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that the Indemnitee has not met the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Covered Person to Bring Suit. If (a) indemnification is not paid in full by the Company within sixty (60) days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses is not paid in full by the Company within twenty (20) days after a written request for such payment has been received by the Company pursuant to Section 6(d6(g), the covered person may at any time thereafter bring suit against the Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable law. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the covered person is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that the Indemnitee has not met the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or to such advancement of expenses, shall be on the Company.

Right of Covered Person to Bring Suit. If (a) a request for indemnification under Section 9.02 or Section 9.03 is not paid in full by the Company Partnership within sixty ninety (6090) days after days, or if a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Company Partnership within twenty thirty (2030) days days, in each case, after a written request for such payment has been received by the Company pursuant to Section 6(d)Partnership, the covered person Covered Person may at any time thereafter bring suit against the Company Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suitclaim. In any suit brought by a covered person such action, the Partnership shall have the burden of proving that such Covered Person was not entitled to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an the requested indemnification, advancement or payment of expenses) it Expenses. It shall be a defense that indemnification 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, if any is not permitted by applicable law. Furtherrequired, in any suit by the Company to recover an advancement of expenses pursuant has been 44 tendered to the terms Partnership) that such Covered Person has not met the standards of an undertaking, conduct which make it permissible under this Agreement or the Company shall be entitled Partnership Act for the Partnership to recover indemnify such expenses upon a final adjudication (including all appeals) by asserting that indemnification is not permitted by applicable lawCovered Person for the amount claimed. Neither the failure of the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) Partnership to have made a determination prior to the commencement of such suit action that indemnification of the covered person or advancement is proper in the circumstances because the Indemnitee such Covered Person has met the applicable standard of conduct set forth in this Agreement or the Delaware General Corporation LawPartnership Act, nor an actual determination by the Company (including the Board, a committee thereof, independent legal counsel or its stockholders) Partnership that the Indemnitee such Covered Person has not met the such applicable standard of conduct, shall be a defense to the action or create a presumption that the covered person is such Covered Person has not entitled to indemnification ormet any applicable standard of conduct. If successful, in the case of whole or in part, such a suit brought by a covered person, Covered Person shall also be a defense to such suit. If a determination is made or deemed to have been made pursuant to the terms of Section 6 that a covered person is entitled to indemnification, the Company shall be bound by such determination and 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 and enforceable. In any suit brought by a covered person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the covered person is not entitled to be indemnified, or paid the Expenses of prosecuting such action to such advancement of expenses, shall be on the Companyfullest extent permitted by law.