Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 8 contracts
Samples: Unit Purchase Agreement (Dune Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 7 contracts
Samples: Registration Rights Agreement (Golden Arrow Merger Corp.), Registration Rights Agreement (Priveterra Acquisition Corp.), Transition Services Agreement (Ligand Pharmaceuticals Inc)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant indemnitee may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RMG Acquisition Corp. III), Registration Rights Agreement (Atlantic Coastal Acquisition Corp.), Registration Rights Agreement (Perception Capital Corp. II)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 3 contracts
Samples: Loan and Security Agreement (Achaogen Inc), Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX IX- is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX IX- is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Subscription Agreement (Good Works Acquisition Corp.)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) 60 days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days 30 days, after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Registration Rights Agreement (Inflection Point Acquisition Corp.), Common Stock Purchase Agreement (Nesco Holdings, Inc.)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) or advancement of expenses under this Article IX XV is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX VIII is not paid in full within sixty (60) 60 days, or a claim for advancement of expenses under this Article IX VIII is not paid in full within thirty (30) 30 days after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Stockholders Agreement (Primo Water Corp /CN/), Stockholders Agreement (Primo Water Corp /CN/)
Determination; Claim. If Notwithstanding, if a claim for indemnification (following the final disposition of such Proceeding) under this Article IX V is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX V is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (IAA, Inc.), Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX X is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX X is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX X is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX X is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 1 contract
Samples: Registration Rights Agreement (Locust Walk Acquisition Corp.)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty twenty (3020) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant indemnitee may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 1 contract
Determination; Claim. If a claim for indemnification (following the final disposition judgment or other final adjudication of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days days, after a written claim therefor has been received by the Corporation, Corporation the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ION Acquisition Corp 2 Ltd.)
Determination; Claim. If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) 60 days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days 20 days, after a written claim therefor has been received by the Corporation, Corporation the claimant indemnitee may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SVF Investment Corp. 3)
