Common use of Right of Claimant to Bring Suit Clause in Contracts

Right of Claimant to Bring Suit. If a claim for indemnity under paragraph (a) of this Section is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, 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 expense of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under California General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. 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 proper in the circumstances because he or she has met the applicable standard of conduct set forth in California General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim for indemnity under paragraph (a) Section 10.1 or Section 10.2 of this Section these Bylaws is not paid in full by the corporation within ninety (90) 30 days after a written claim has been received by the corporation, 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 also the expense (including attorneys’ fees) of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct which that make it permissible under the California General Corporation Law Corporations Code for the corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of DirectorsBoard, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the California General Corporation LawCorporations Code, nor an actual determination by the corporation (including its Board of DirectorsBoard, independent legal counsel, or its shareholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. i. If a claim for indemnity indemnification or advancement of expenses under paragraph (aSection 15(a) of this Section is not paid in full by the corporation within ninety sixty (9060) days after a written claim therefor, supported by documentation reasonably requested by the Company, has been received by the corporationCompany, the claimant may at any time thereafter bring file suit against the corporation to recover the unpaid amount of the such claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of actually and reasonably incurred in prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the corporationCompany) that the claimant has not met the standards standard of conduct which make makes it permissible under California General Corporation Law the DGCL (as if the Company were a Delaware corporation) for the corporation Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporationCompany. Neither the failure of the corporation Company (including its Board of Directorsthe Board, the Company’s independent legal counsel, counsel or its shareholdersthe Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in California General Corporation Lawthe DGCL (as if the Company were a Delaware corporation), nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) Company that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim for indemnity under paragraph (a) of this Section is not paid in full by the corporation Corporation within ninety (90) thirty days after a written claim has been received by the corporationCorporation, the claimant may at any time thereafter bring suit against the corporation Corporation to recover the unpaid amount of the claim and, and if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting or defending such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under California General Corporation Law law for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in California General Corporation Lawlaw, nor an actual determination by the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. (a) If a claim for indemnity indemnification or advancement of expenses under paragraph (a) of this Section 11.1 is not paid in full by the corporation within ninety sixty (9060) days after a written claim therefor, supported by documentation reasonably requested by the Company, has been received by the corporationCompany, the claimant may at any time thereafter bring file suit against the corporation to recover the unpaid amount of the such claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of actually and reasonably incurred in prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the corporationCompany) that the claimant has not met the standards standard of conduct which make makes it permissible under California General Corporation Law the DGCL (as if the Company were a Delaware corporation) for the corporation Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporationCompany. Neither the failure of the corporation Company (including its Board of Directors, independent legal counsel, counsel or its shareholdersShareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in California General Corporation Lawthe DGCL (as if the Company were a Delaware corporation), nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) Company that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim for indemnity request to be indemnified is made under paragraph (athis Article V, the Board shall make a determination pursuant to Section 723(b) of the New York Business Corporation Law within 30 days after such request as to whether the person so requesting indemnification is entitled to indemnification under this Section Article V and the New York Business Corporation Law. If a request to be indemnified or for the reimbursement or advancement of expenses under this Article V is not paid in full by the corporation Corporation within ninety (90) 30 days after a written claim has been received by the corporationCorporation, the claimant may at any time thereafter bring suit against the corporation 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 also the expense of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under California General the New York Business Corporation Law or hereunder for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its Board of DirectorsBoard, independent legal counsel, counsel or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in California General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.14

Right of Claimant to Bring Suit. If a claim for indemnity under paragraph (a) Section 8.1 or 8.2 of this Section Article 8 is not paid in full by the corporation Corporation within ninety (90) days after a written claim has been received by the corporationCorporation, the claimant may at any time thereafter bring suit against the corporation 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 also the expense (including attorneys' fees) of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. The burden of proof of such proceeding shall be on the claimant to establish that such claimant is entitled to be indemnified under this Article 8. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which that make it permissible under California the Delaware General Corporation Law for the corporation Corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in California the Delaware General Corporation Law, nor an actual determination by the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption presumption. that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim for indemnity under paragraph (a) Section 8.1 or 8.2 of this Section Article 8 is not paid in full by the corporation Corporation within ninety (90) days after a written claim has been received by the corporationCorporation, the claimant may at any time thereafter bring suit against the corporation 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 also the expense (including attorneys' fees) of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. The burden of proof of such proceeding shall be on the claimant to establish that such claimant is entitled to be indemnified under this Article 8. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which that make it permissible under California the Delaware General Corporation Law for the corporation Corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in California the Delaware General Corporation Law, nor an actual determination by the corporation Corporation (including its Board of Directors, independent legal counsel, or its shareholdersstockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim for indemnity from or on behalf of an indemnified party under paragraph (a) Section 1 of this Section Part II is not paid in full by the corporation Corporation within ninety (90) thirty days after a such written claim has been received by the corporationCorporation, the claimant may at any time thereafter bring suit against the corporation 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 also the expense of prosecuting such claim including reasonable attorneys’ fees incurred in connection therewithclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporationCorporation) that the claimant has not met the standards standard of conduct which make makes it permissible under California the Delaware General Corporation Law for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its Board board of Directorsdirectors, independent legal counsel, or its shareholdersstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in California the Delaware General Corporation Law, nor an actual determination by the corporation Corporation (including its Board board of Directorsdirectors, independent legal counsel, counsel or its shareholdersstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.