Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court. (ii) Alternatively, in the case of a Nonpayment, 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. (iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from Sucampo, and shall be indemnified by Sucampo against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Tyco International plc shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoTyco International plc, and shall be indemnified by Sucampo Tyco International plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from Tyco International plc, and shall be indemnified by Tyco International plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Tyco International plc, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all the Delaware Courts Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any the Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any the Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Tyco Management shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo Tyco Management for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoTyco Management, and shall be indemnified by Sucampo Tyco Management against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Tyco Management, and shall be indemnified by Tyco Management against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Irish Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from Sucampo, and shall be indemnified by Sucampo against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Xxxxxxx Controls shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoXxxxxxx Controls, and shall be indemnified by Sucampo Xxxxxxx Controls against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from Xxxxxxx Controls, and shall be indemnified by Xxxxxxx Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received in full the requested indemnification or an Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable the terms of this Agreement (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation (A) in the court at the Company’s domicile as evidenced in the commercial register (the “Court at the Company’s domicile”) or (B) in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Applicable Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Applicable Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, IndemniteeCovered Person, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee Covered Person is not entitled to indemnification or an Expense Advance, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee Covered Person is not entitled to indemnification or advancement of ExpensesExpense Advance, as the case may bemaybe. If Indemnitee an action, suit, litigation, Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee Covered Person shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c) until a final determination is made with respect to IndemniteeCovered Person’s entitlement to indemnification an Expense Advance (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that IndemniteeCovered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined if Covered Person prevails in said judicial adjudication whole or arbitration that Indemnitee is entitled to receive all or any in part of the indemnification or advancement of Expenses soughtin such action, Indemnitee Covered Person shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee Covered Person in connection with so enforcing his or her rights under, or so recovering damages for breach of, this Agreement, in such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received in full the requested indemnification or an Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable the terms of this Deed (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights thereto under this Agreement Deed by commencing litigation in any federal or state a court located in the State of Delaware (a “Delaware Court”) Ireland having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on Mallinckrodt plcthe Company, Sucampo Pentair Management Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. Mallinckrodt plcThe Company, Sucampo Pentair Management Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of agree that any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this AgreementDeed shall be brought only in the Applicable Court and not in any court in the United States or in any other country, (B) consent to submit to the exclusive jurisdiction of the Applicable Court for purposes of any action or proceeding arising out of or in connection with this Deed, (C) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, IndemniteeCovered Person, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement Deed that Indemnitee Covered Person is not entitled to indemnification or an Expense Advance, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee Covered Person is not entitled to indemnification or advancement of ExpensesExpense Advance, as the case may bemaybe. If Indemnitee an action, suit, litigation, Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee Covered Person shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c2(d) until a final determination is made with respect to IndemniteeCovered Person’s entitlement to indemnification an Expense Advance (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that IndemniteeCovered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined if Covered Person prevails in said judicial adjudication whole or arbitration that Indemnitee is entitled to receive all or any in part of the indemnification or advancement of Expenses soughtin such action, Indemnitee Covered Person shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee Covered Person in connection with so enforcing his or her rights under, or so recovering damages for breach of, this Deed, in such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (ia) Regardless of any action by the Reviewing Party, if the Indemnitee has not received in full indemnification to which the requested indemnification or Expense Advance Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable 4.1 (a “Nonpayment”), the Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement Deed by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo Strongbridge Biopharma plc and the Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo Strongbridge Biopharma plc and the Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive nonexclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this AgreementDeed, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement Deed shall limit any right the Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(iib) Alternatively, in the case of a NonpaymentNon-payment, the 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.
(iiic) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement Deed that the Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo 4.2 Strongbridge Biopharma plc shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(ivd) In the event that Indemnitee, pursuant to this Section 4(b)4.2, seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined in said judicial adjudication or arbitration that the Indemnitee is entitled to receive all of the indemnification sought, the Indemnitee shall be entitled to recover from Strongbridge Biopharma plc, and shall be indemnified by Strongbridge Biopharma plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all or any part of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from SucampoStrongbridge Biopharma plc, and shall be indemnified by Sucampo Strongbridge Biopharma plc against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Samples: Deed of Indemnification (Strongbridge Biopharma PLC)
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Covidien plc shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoCovidien plc, and shall be indemnified by Sucampo Covidien plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from Covidien plc, and shall be indemnified by Covidien plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in the court at the Company’s domicile as evidenced in the commercial register (the “Court at the Company’s domicile”) or in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court at the Company’s domicile or in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Court at the Company’s domicile or the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding in the Court at the Company’s domicile or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Court at the Company’s domicile or the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, Nonpayment 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) 3 of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, 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 or arbitration. If it is shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all or any part of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee Xxxxxxxxxx has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plcXxxxxxx Controls, Sucampo Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the Irish Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Xxxxxxx Controls shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoXxxxxxx Controls, and shall be indemnified by Sucampo Xxxxxxx Controls against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from Xxxxxxx Controls, and shall be indemnified by Xxxxxxx Controls against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Samples: Deed of Indemnification (Johnson Controls International PLC)
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation (at the Indemnitee’s option) in any federal or state court located in the State of Delaware (a “Delaware Court”) or any court located in Ireland (an “Irish Court”), in each case, having subject matter jurisdiction thereof thereof, seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo plc and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo plc and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts and Irish Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Court and any Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Court or any Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo Mallinckrodt plc shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo Mallinckrodt plc for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoMallinckrodt plc, and shall be indemnified by Sucampo Mallinckrodt plc against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance to which Indemnitee is entitled hereunder within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt Covidien plc, Sucampo Covidien Ltd. and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, action or proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) Covidien Ltd. shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo Covidien Ltd. for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoCovidien Ltd., and shall be indemnified by Sucampo Covidien Ltd. against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Covidien Ltd., and shall be indemnified by Covidien Ltd. against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from Sucampo, and shall be indemnified by Sucampo against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its rights thereto under this Agreement by commencing litigation in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Irish Courts for purposes of any action, suit, litigation, proceeding or arbitration arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action, suit, litigation, proceeding or arbitration in any Delaware Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, proceeding or arbitration brought in any Delaware Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo Mallinckrodt plc shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all or any part of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from SucampoMallinckrodt plc, and shall be indemnified by Sucampo Mallinckrodt plc against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, Nonpayment 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) 3 of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may bemaybe. If Indemnitee an action, suit, litigation, commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c3(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, 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 or arbitration. If it is shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all or any part of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
Appears in 1 contract
Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee If Covered Person has not received in full the requested indemnification or an Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable the terms of this Deed (a “Nonpayment”), Indemnitee Covered Person shall have the right to enforce its indemnification rights thereto under this Agreement Deed by commencing litigation in any federal or state a court located in the State of Delaware (a “Delaware Court”) Ireland having subject matter jurisdiction thereof (each such court, as applicable, the “Applicable Court”) in each case seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee Covered Person in any such litigation shall be binding on Mallinckrodt plcthe Company, Sucampo Management Company and IndemniteeCovered Person. The remedy provided for in this Section 4 4(b) shall be in addition to any other remedies available to Indemnitee Covered Person at law or in equity. Mallinckrodt plcThe Company, Sucampo Management Company and Indemnitee Covered Person hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of agree that any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this AgreementDeed shall be brought only in the Applicable Court and not in any court in the United States or in any other country, (B) consent to submit to the exclusive jurisdiction of the Applicable Court for purposes of any action or proceeding arising out of or in connection with this Deed, (C) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the Applicable Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the Applicable Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, IndemniteeCovered Person, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement Deed that Indemnitee Covered Person is not entitled to indemnification or an Expense Advance, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee Covered Person shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee Covered Person is not entitled to indemnification or advancement of ExpensesExpense Advance, as the case may bemaybe. If Indemnitee an action, suit, litigation, Covered Person commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee Covered Person shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c2(d) until a final determination is made with respect to IndemniteeCovered Person’s entitlement to indemnification an Expense Advance (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that IndemniteeCovered Person, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, and it is determined if Covered Person prevails in said judicial adjudication whole or arbitration that Indemnitee is entitled to receive all or any in part of the indemnification or advancement of Expenses soughtin such action, Indemnitee Covered Person shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee Covered Person in connection with so enforcing his or her rights under, or so recovering damages for breach of, this Deed, in such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement by commencing litigation in any federal or state court located in the New York County, State of Delaware New York (a “Delaware New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the non-exclusive jurisdiction of all Delaware Courts the New York Court for purposes of any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this Agreement, (BC) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware the New York Court, and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in any Delaware the New York Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) 3 of this Agreement that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo the Company for any advances pursuant to Section 2(c3(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, 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 or arbitration. If it is shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all or any part of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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Adjudication or Arbitration. (i) Regardless of any action by the Reviewing Party, if Indemnitee Xxxxxxxxxx has not received in full the requested indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights thereto under this Agreement Deed by commencing litigation in in any federal or state court located in the State country of Delaware Ireland (a an “Delaware Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Mallinckrodt plc, Sucampo the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Mallinckrodt plc, Sucampo The Company and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of all Delaware Courts for purposes of agree that any action, suit, litigation, action or proceeding or arbitration arising out of or in connection with this AgreementDeed shall be brought only in Irish Courts and not in any other court in the United States or in any other country, (B) consent to submit to the exclusive jurisdiction of the Irish Courts for purposes of any action or proceeding arising out of or in connection with this Deed, (C) waive any objection to the laying of venue of or any such action, suit, litigation, action or proceeding or arbitration in any Delaware Court, Irish Court and (CD) waive, and agree not to plead or to make, any claim that any such action, suit, litigation, action or proceeding or arbitration brought in the any Delaware Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action, suit, litigation, proceeding or arbitration in any other court.
(ii) Alternatively, in the case of a Nonpayment, Nonpayment 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.
(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) 3 of this Agreement Deed that Indemnitee is not entitled to indemnification or Expense Advanceindemnification, any action, suit, litigation, judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b), Sucampo ) the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee an action, suit, litigation, proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Sucampo for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed)indemnification.
(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this AgreementDeed, 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 or arbitration. If it is shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all or any part of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Sucampothe Company, and shall be indemnified by Sucampo the Company against, any and all Expenses actually and reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.
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