Remedies of Indemnitee Clause Example with 10 Variations from Business Contracts
This page contains Remedies of Indemnitee clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Remedies of Indemnitee" Clause from Business Contracts
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 this Agreement (including without limitation Section 3 and 5 above Section 6) or a request for an advancement of Indemnifiable Expenses under Sections 8 this Agreement (including without limitation Section 11 and 9 above Section 12) 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. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. (b) Burden of Proof. In any judicial proceeding or arbitration brought under Section 10(a) above, 14(a), 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, 14(a), 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. 8 (d) Validity of Agreement. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 14(a), that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement. (e) 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, 14(a), 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 If Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above Section 1 or a request for an advancement of Indemnifiable Expenses under Sections Section 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 appropriate judicial authority to enforce the Company's obligations under this Agreement.... (b) Burden of Proof. In any judicial proceeding brought under Section 10(a) above, 9(a), the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. (c) Expenses. The To the fullest extent permitted by law, the Company agrees to reimburse indemnify and, if requested, advance to 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, 9(a), or in connection with any claim or counterclaim brought by the Company in connection therewith, whether therewith. (d) Validity of Agreement. The Company shall be precluded from asserting in any Proceeding (including, without limitation, an action under Section 9(a)) 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) court that the Company is bound by all the provisions of this Agreement. (e) 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, 9(a), 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 If (A) a request claim for payment of Indemnifiable Amounts indemnification under Sections 3 and 5 above is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company or (B) a request claim for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and is not paid in full by the Company fails to make such payment or advancement in within thirty (30) days after a timel...y manner pursuant to written claim has been received by the terms of this Agreement, Company, the Indemnitee may petition at any time thereafter bring suit against the Court Company to recover the unpaid amount of Chancery the claim and, if successful in whole or in part, the Indemnitee shall be entitled to enforce be indemnified for all the Company's obligations Expenses actually and reasonably incurred by the Indemnitee in prosecuting such claim in enforcing the Indemnitee's rights under this Agreement. (b) Burden of Proof. In any 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 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. 5 (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) shareholders) 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 a court of Chancery law to enforce the Company's obligations under this Agreement. (b) Burden of Proof. In any judicial p...roceeding brought 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 therewith. (d) Validity of Agreement. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 10(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) court that the Company is bound by all the provisions of this Agreement. (e) 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) above, and shall not create a presumption that such payment or advancement is not permissible. 4 11. Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows: (a) Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company. (b) Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. View More
Remedies of Indemnitee. (a) Right to Petition Court. 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. BURD...EN OF PROOF. In any judicial proceeding brought 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 EXPENSES. If Indemnitee is successful in whole or in part in connection with any action brought by Indemnitee under Section 10(a) above, 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, such action, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether therewith. (d) VALIDITY OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 10(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) 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. 4 11. DEFENSE OF THE UNDERLYING PROCEEDING. (a) NOTICE BY INDEMNITEE. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company's ability to defend in such Proceeding is materially and adversely prejudiced thereby. (b) DEFENSE BY COMPANY. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a), above, or pursuant to Section 20, below. (c) INDEMNITEE'S RIGHT TO COUNSEL. Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate Status, Indemnitee reasonably concludes that it may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, or if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee's choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee's choice, at the expense of the Company, to represent Indemnitee in connection with any such matter. 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 2 and 5 4 above or a request for an advancement of Indemnifiable Expenses under Sections 7 and 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 Tennessee Courts (as defined in Section 21 herein) to enforce the Company's obligations under this ...Agreement. (b) Burden of Proof. In any judicial proceeding Proceeding brought under Section 10(a) 9(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. 5 (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 Proceeding brought by Indemnitee under Section 10(a) 9(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. Proceeding. (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 Proceeding brought under Section 10(a) 9(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 3, 4 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 10 and 9 11 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 Delaware Chancery 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 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) 13(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not if 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 board of Directors 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 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 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
