Right to Bring Suit. If a claim under Section 1 of this Agreement is not paid in full by the Company (following the final disposition of the proceeding) within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case final disposition of the proceeding is not required and the applicable period shall be twenty (20) days, Participant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, to the extent successful in whole or in material part, Participant shall be entitled to be paid the expense of prosecuting such suit. Participant shall be presumed to be entitled to indemnification under this Agreement upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the Company), and thereafter the Company shall have the burden of proof to overcome the presumption that Participant is not so entitled. Neither the failure of the Company (including its Board, independent legal counsel, or its stockholders), to have made a determination prior to the commencement of such suit that indemnification of Participant is proper in the circumstances, nor an actual determination by the Company (including its Board, independent legal counsel or its stockholders) that Participant is not entitled to indemnification, shall be a defense to the suit or create a presumption that Participant is not so entitled.
Right to Bring Suit. In the event that (i) a determination is made pursuant to Section 5.4 hereof that the Indemnitee is not entitled to indemnification under this Article, (ii) advancement of Expenses is not timely made pursuant to Section 5.3 hereof, (iii) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (a) within 90 days after being appointed by the court, or (b) within 90 days after objections to his selection have been overruled by the court, or (c) within 90 days after the time for the Company or the Indemnitee to object to his selection, or (iv) payment of indemnification is not made within five days after a determination of entitlement to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 5.6 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a determination shall have been made or deemed to have been made that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 5.6, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5.6 that the procedures and presumptions of this Article are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all provisions of this Article. In the event that the Indemnitee, pursuant to this Section 5.6, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Article, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that the Indemnitee is entitled to receive pa...
Right to Bring Suit. If a claim under this Article is not paid in full by the corporation within 365 days after a written claim has been received by the corporation (either because the claim is denied or because no determination is made), the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Code for the corporation to indemnify the claimant for the claim. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to such action or create a presumption for the purposes of such action that the claimant has not met the applicable standard of conduct.
Right to Bring Suit. If a claim under Section 6.1 or 6.2 of these Bylaws is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard of conduct which makes it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.
Right to Bring Suit. If a claim under Section 1 or 2 of this Article V is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If the Indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee also shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in applicable law.
Right to Bring Suit. Except as provided below, each Party shall have the sole and exclusive right, but not the obligation, on behalf of itself and in its name, to bring and control any action or proceeding with respect to any actual, alleged or threatened infringement of a Patent owned or Controlled by such Party.
Right to Bring Suit. If (a) a claim under Section 4(a) or 4(b) hereof with respect to any right to indemnification is not paid in full by the Company within sixty days after a written demand has been received by the Company or (b) a claim under Section 6 hereof with respect to any right to the advancement of expenses is not paid in full by the Company within twenty days after a written demand has been received by the Company, then Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.
Right to Bring Suit. Landlord may bring suit for damages or specific performance, for the collection of unpaid Rent or for the performance of any term, condition, covenant or obligation to be performed by Tenant under this Lease (or to recover any costs incurred by Landlord in performing any obligation on behalf of Tenant pursuant to Article 24 of this Lease) all either without entering into possession of the Premises or terminating this Lease.
Right to Bring Suit. The Licensee will be entitled by itself and at its own expense to bring suit in its name or in the Licensor’s name against any infringement of any Licensed Patent, Licensed Trademark and/or misappropriation of Know-How if, in the Licensee’s judgment, such infringement and/or misappropriation is likely to interfere with the rights granted or reserved to it under this Agreement. The Licensor agrees to join the Licensee as a plaintiff in any such suit, as may be required by law, and will cooperate in the prosecution of any such suit, at the request of the Licensee, provided that the Licensee will reimburse the Licensor for its reasonable expense, including reasonable attorneys’ fees, for such cooperation. The Licensor may elect to participate in any such suit at its own expenses by counsel of its own choosing. The Licensee will retain all amounts recovered, whether by judgment, award, settlement or otherwise, in any suit commenced and maintained to its conclusion by the Licensee, except that after deduction of the reasonable expenses and reasonable attorneys’ fees of Licensee and the Licensor, the Licensee will share any remaining recovery with the Licensor on the basis of the Licensee retaining [**] of the remaining recovery and the Licensor receiving [**] of such remaining recovery.
Right to Bring Suit. Except as provided in this Section 9.4(b), Aytu shall have the first right, on behalf and in the name of Acerus and/or on behalf of itself and in its name, to bring and control any action or proceeding with respect to any alleged or threatened infringement of a Acerus Patent pertaining to Product in the Territory. If Aytu does not bring and continue pursuing an action or proceeding against, or otherwise take appropriate steps to cause the cessation of such an infringement of any Acerus Patent by or after the earlier of (i) eighty (80) days following the notice of alleged infringement or (ii) ten Business Days prior to the date as may be required, in the United States by the Drug Price Competition and Patent Term Restoration Act (Public Law 98-417) or equivalent statute in any other country in the Territory to respond to a challenge related to generic entry of the Product after which date the right to so respond is prohibited by such act or statute, then Acerus shall have the right to bring and control an infringement action under the applicable Acerus Patents with respect to such infringement at its own expense and by counsel of its own choice.
