Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company’s obligations under this Agreement.
Right to Petition Court. In the event that the Independent Director makes a request for payment of Indemnifiable Amounts under Sections 7, 9-11 above, and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Independent Director may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.
Right to Petition Court. In the event that the Executive Officer makes a request for payment of Indemnifiable Amounts under Clauses 9, 11-13 above, and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Executive Officer may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.
Right to Petition Court. In the event that Indemnitee submits to the Corporation a written claim for indemnification of Indemnifiable Amounts under Sections 3 and 5 of this Agreement or submits to the Corporation a written claim for advancement of Expenses under Sections 9 and 10 of this Agreement, and the Corporation fails to make such indemnification or advancement, as applicable, pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Corporation’s obligations under this Agreement.
Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 2 and 4 above or a request for an advancement of Indemnifiable Expenses under Sections 7 and 8 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Tennessee Courts (as defined in Section 21 herein) to enforce the Company's obligations under this Agreement.
Right to Petition Court. In the event that Indemnitees makes a request for payment of Losses and Expenses or a request for an advancement of Expenses and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitees may petition a court of law to enforce the Company’s obligations under this Agreement.
Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny or to recover from the Indemnitee the benefits provided or intended to be provided to the Indemnitee under this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company’s obligations under this Agreement and the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent the Indemnitee in connection with any such interpretation,-enforcement or defense, including without limitation, the initiation or defense of any litigation or other legal action, whether brought by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee’s entering into an attorney-client relationship with such counsel, and in connection therewith, the Company and the Indemnitee agree that a confidential relationship shall exist between the Indemnitee and such counsel.
Right to Petition Court. Within 120 days after the effective date of the Merger, the surviving or resulting entity or any Member who has complied with Sections 10.06(a) and (d) and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the Interests of all such Members. Notwithstanding the foregoing, at any time within 60 days after the effective date of the Merger, any Member shall have the right to withdraw his demand for appraisal and to accept the terms offered upon the Merger. Within 120 days after the effective date of the Merger, any Member who has complied with the requirements of Sections 10.06(a) and (d), upon written request, shall be entitled to receive from the entity surviving the Merger or resulting from the Merger a statement setting forth the aggregate number of Interests not voted in favor of the Merger and with respect to which demands for appraisal have been received and the aggregate number of Members holding such Interests. Such written statement shall be mailed to the Member within 10 days after his written request for such a statement is received by the surviving or resulting entity or within 10 days after expiration of the period for delivery of demands for appraisal under Section 10.06(c), whichever is later.
Right to Petition Court. In the event that (i) Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Section 8 above and (ii) the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition an appropriate court in the State of California to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in such proceedings. In the event that the Company fails to make payment of an Indemnifiable Amount or a determination is made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 9(a) 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.
Right to Petition Court. If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement; (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement; (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Trust of the request for indemnification; (iv) payment of Indemnifiable Amounts is not made pursuant to Sections 7 or 9 of this Agreement within 10 days after receipt by the Trust of a written request therefor; or (v) payment of Indemnifiable Amounts pursuant to any other section of this Agreement or the Declaration of Trust or Bylaws is not made within 10 days after a determination has been made that Indemnitee is entitled to Indemnifiable Amounts, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to Indemnifiable Amounts or advance of Indemnifiable Expenses in an appropriate court located in the State of Maryland or in any other court of competent jurisdiction or in an arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Trust shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
