Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Remedies of Indemnitee clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Remedies of Indemnitee. (a) 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. (b) Burden of Proof. In any judicial proceeding br...ought under Section 10(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action. (d) Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.View More
Remedies of Indemnitee. (a) Right to Petition Court. In the event that Indemnitee makes submits to the Company a request written claim for payment indemnification of Indemnifiable Amounts under Sections 3 and 5 7 above or submits to the Company a request written claim for an advancement of Indemnifiable Expenses under Sections 8 11 and 9 above 12 above, and the Company fails to make such payment indemnification or advancement in a timely manner advancement, as applicable, pursuant to the terms of this Agreement, Indemn...itee may petition the Court of Chancery of the State of Delaware (the "Court of Chancery"), to enforce the Company's obligations under this Agreement. (b) Burden of Proof. In any judicial proceeding brought under Section 10(a) 13(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment indemnification of Indemnifiable Amounts Liabilities or Indemnifiable Expenses, as applicable, hereunder. (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expenses actually and reasonably incurred by Indemnitee in connection with investigating, preparing for, litigating, defending defending, prosecuting or settling any action judicial proceeding brought by Indemnitee under Section 10(a) 13(a) above, except where such judicial proceeding or any claim, issue or matter involved therein is adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order in connection with favor of the Company. (d) Validity of Agreement. The Company shall be precluded from asserting in any claim Proceeding, including, without limitation, an action under Section 13(a) above, that the provisions of this Agreement are not valid, binding and enforceable or counterclaim brought by that there is insufficient consideration for this Agreement and shall stipulate in such court that the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action. (d) bound by all the provisions of this Agreement. 6 (e) Failure to Act Not a Defense. The failure of the Company (including (including, without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 13(a) above, and shall not create a presumption that such payment or advancement indemnification is not permissible. permissible hereunder. View More
Remedies of Indemnitee. (a) Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 6 above or a request for an advancement of Indemnifiable Expenses under Sections 8 9 and 9 10 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 appropriate judicial authority to enforce the Company's obligations under this Agreement. (b) Burden o...f Proof. In any judicial proceeding Proceeding brought under Section 10(a) 11(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) 11(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether therewith. (d) The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a) above, that the provisions of this Agreement are not valid, binding and enforceable or not Indemnitee that there is successful insufficient consideration for this Agreement and shall stipulate in whole or in part in connection with any such action. (d) Failure to Act Not a Defense. court that the Company is bound by all the provisions of this Agreement. (e) The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 11(a) above, and shall not create a presumption that such payment or advancement is not permissible. View More
Remedies of Indemnitee. (a) 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 of the State of Delaware to enforce the Company's obligations under this Agreement. (b) Burden of Proof. In a...ny judicial proceeding brought under Section 10(a) 11(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expenses in connection with any Proceeding incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) 11(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action. action, except to the extent that it has been finally adjudicated by a court of competent jurisdiction that such reimbursement would be unlawful. (d) Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 11(a) above, and shall not create a presumption that such payment or advancement is not permissible. View More
