Common use of Effect of Determination Clause in Contracts

Effect of Determination. If the forum listed in Section 8(d) selected by the Indemnitee determines that the Indemnitee is entitled to indemnification with respect to a specific proceeding, then such determination shall be final and binding on the Company, the Company shall indemnify the Indemnitee to the extent so determined by such forum and payment of such indemnification shall be made by the Company within thirty (30) days after such determination. If the forum listed in Section 8(d) selected by the Indemnitee determines that the Indemnitee is not entitled to indemnification with respect to a specific proceeding, then the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, the court in which that proceeding is or was pending or any other court of competent jurisdiction, for the purpose of appealing such determination and obtaining an adjudication by such court of the Indemnitee’s entitlement to such indemnification pursuant to this Agreement with respect to such proceeding, provided that such right is exercised by the Indemnitee within sixty (60) days after the final decision of such forum is rendered. The Company shall not oppose the Indemnitee’s right to seek any such adjudication, and any such judicial adjudication shall be conducted in all respects as a de novo trial on the merits, such that any determination made by any forum selected pursuant to Section 8(d) that the Indemnitee is not entitled to be indemnified hereunder shall not be binding on any such court and the Indemnitee shall not be prejudiced by reason of any such determination by such forum. If the forum selected by the Indemnitee pursuant to Section 8(d) to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 120 days after the date on which the Company is required by Section 8(e) to submit to such forum its claim that the Indemnitee is not entitled to such indemnification, then the Indemnitee shall be entitled to apply to the Court of Chancery of Delaware to have the Indemnitee’s request for indemnification adjudicated by such Court in lieu of having the determination made by such forum. The Company shall not oppose the Indemnitee’s right to seek any such adjudication.

Effect of Determination. If Upon the forum listed determination of this agreement for any reason: The Caravan Owner shall (subject to payment of all the Charges) remove the Caravan from the Park after signing a Deed of Release (as annexed hereto) unless there shall be a dispute in Section 8(dplace as to the state of the Caravan pursuant to Clause 8.2 in which case the Caravan will remain in storage with the Proprietor (at no additional cost to the Caravan Owner) selected by until this dispute is determined pursuant to Clause 19. Pending payment of any unpaid Charges the Indemnitee determines Proprietor may continue to hold the Caravan in which case the Charges shall continue to accrue notwithstanding that the Indemnitee is entitled to indemnification with respect to a specific proceeding, then such determination shall be final and binding on the Company, the Company shall indemnify the Indemnitee to the extent so determined by such forum and payment of such indemnification shall be made by the Company within thirty (30) days after such determinationagreement has been determined. If the forum listed in Section 8(d) selected Caravan has not been removed within a month of the date of determination it may be disposed of by the Indemnitee determines Proprietor in such manner as it shall determine and without incurring any liability therefore to the Caravan Owner provided that the Indemnitee is Proprietor has given not entitled to indemnification with respect to a specific proceeding, then the Indemnitee shall have the right to apply less than 30 days written notice to the Court Caravan Owner of Chancery its intention to dispose of Delaware, the court in which that proceeding is or was pending or any other court Caravan. For the purpose of competent jurisdiction, giving effect to this provision the Caravan Owner appoints the Proprietor and its Manager for the time being and each of them the Attorney of the Caravan Owner for the purpose of appealing entering into contracts to remove or to sell the Caravan and the Contents and for making any agreements or arrangements in relation to any such determination and obtaining an adjudication by such court removal or sale. The only obligation of the Indemnitee’s entitlement to such indemnification pursuant to this Agreement with Proprietor towards the Caravan Owner in respect to such proceeding, provided that such right is exercised by the Indemnitee within sixty (60) days after the final decision of such forum is rendered. The Company shall not oppose the Indemnitee’s right to seek any such adjudication, and any such judicial adjudication shall be conducted in all respects as a de novo trial on the merits, such that any determination made by any forum selected pursuant to Section 8(d) that the Indemnitee is not entitled to be indemnified hereunder shall not be binding on any such court and the Indemnitee shall not be prejudiced by reason of any such determination by such forum. If removal or sale shall be to account to the forum selected Caravan Owner for the balance of the proceeds of sale received by the Indemnitee pursuant Proprietor after deduction of any expenses incurred in connection with any such removal or sale and after deduction of amounts owed by the Caravan Owner to Section 8(d) the Proprietor including unpaid Charges. The Proprietor is expressly authorised to determine whether make such deductions. The rights given to the Indemnitee Proprietor in clause 13.3 shall be in addition to and without prejudice to any other rights which the Proprietor may have. Notices All notices, requests, demands or other communications to any party to be given under this Agreement or in connection with it may be given to or made upon the party in writing and may be given – by post to the party’s last known address, by facsimile to the facsimile number specified in the Schedule, or by email with a printed or electronic copy of the email retained as proof of delivery, or by hand delivery. Posted notices will be taken to have been received 72 hours after posting unless proved otherwise. A Notice delivered or sent by facsimile or email after 5.00 pm will be taken to have been received at 9.00 am on the next business day at the place where it is entitled to indemnification received. GST Provisions In this agreement unless the context shall not have made a determination within 120 days after the date on which the Company is required by Section 8(e) to submit to such forum its claim that the Indemnitee is not entitled to such indemnification, then the Indemnitee shall be entitled to apply to the Court of Chancery of Delaware to have the Indemnitee’s request for indemnification adjudicated by such Court in lieu of having the determination made by such forum. The Company shall not oppose the Indemnitee’s right to seek any such adjudication.so admit or require:

Effect of Determination. If the forum listed in Section 8(d8(c) selected by the Indemnitee determines that the Indemnitee is entitled to indemnification with respect to a specific proceeding, then such determination shall be final and binding on the Company, the Company shall indemnify the Indemnitee to the extent so determined by such forum and payment of such indemnification shall be made by the Company within thirty (30) days after such determination. If the forum listed in Section 8(d8(c) selected by the Indemnitee determines that the Indemnitee is not entitled to indemnification with respect to a specific proceeding, or if a determination as to entitlement has not been not timely made, or if payment of indemnification or advancement has not been timely made, as applicable, then the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, the court in which that proceeding is or was pending or any other court of competent jurisdiction, Delaware for the purpose of appealing such determination and obtaining an adjudication by such court of the Indemnitee’s entitlement to such indemnification or advancement pursuant to this Agreement with respect to such proceeding, provided that such right is exercised by the Indemnitee within sixty (60) days after (i) the final decision of such forum pursuant to Section 8(c) is rendered, (ii) the deadline for timely determination of entitlement to indemnification has passed or (iii) the deadline for timely payment of indemnification or advances, as applicable, has passed. The Company shall not oppose the Indemnitee’s 's right to seek any such adjudication, and any such judicial adjudication shall be conducted in all respects as a de novo trial on the merits, such that any determination made by any forum selected pursuant to Section 8(d8(c) that the Indemnitee is not entitled to be indemnified hereunder shall not be binding on any such court and the Indemnitee shall not be prejudiced by reason of any such determination by such forum. If the forum selected by the Indemnitee pursuant to Section 8(d) to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 120 days after the date on which the Company is required by Section 8(e) to submit to such forum its claim that the Indemnitee is not entitled to such indemnification, then the Indemnitee shall be entitled to apply to the Court of Chancery of Delaware to have the Indemnitee’s request for indemnification adjudicated by such Court in lieu of having the determination made by such forum. The Company shall not oppose the Indemnitee’s right to seek any such adjudication.

Effect of Determination. If the forum listed selected in accordance with Section 8(d) selected by the Indemnitee 8.4 determines that the Indemnitee is entitled to indemnification with respect to a specific proceeding, then such determination shall be final and binding on the Company, the Company shall indemnify the Indemnitee to the extent so determined by such forum and payment of such indemnification shall be made by the Company within thirty (30) days after such determination. If the forum listed selected in accordance with Section 8(d) selected by the Indemnitee 8.4 determines that the Indemnitee is not entitled to indemnification with respect to a specific proceeding, then the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, the court in which that proceeding is or was pending or any other court of competent jurisdiction, for the purpose of appealing such determination and obtaining an adjudication by such court of the Indemnitee’s 's entitlement to such indemnification pursuant to this Agreement with respect to such proceeding, provided that such right is exercised by the Indemnitee within sixty (60) days after the final decision of such forum is rendered. The Company shall not oppose the Indemnitee’s 's right to seek any such adjudication, and any such judicial adjudication shall be conducted in all respects as a de novo trial on the merits, such that any determination made by any forum selected pursuant to in accordance with Section 8(d) 8.4 that the Indemnitee is not entitled to be indemnified hereunder shall not be binding on any such court and the Indemnitee shall not be prejudiced by reason of any such determination by such forum. If the forum selected by the Indemnitee pursuant to in accordance with Section 8(d) 8.4 to determine whether the Indemnitee is entitled to indemnification shall not have made a determination within 120 days after the date on which the Company is required by Section 8(e) 8.5 to submit to such forum its claim that the Indemnitee is not entitled to such indemnification, then the Indemnitee shall be entitled to apply to the Court of Chancery of Delaware to have the Indemnitee’s 's request for indemnification adjudicated by such Court in lieu of having the determination made by such forum. The Company shall not oppose the Indemnitee’s 's right to seek any such adjudication.