Common use of Enforcement of Indemnification Rights Clause in Contracts

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "Enforcement Proceeding") and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware [California] having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "Enforcement Proceeding") and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 calendar days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "“Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 thirty (30) days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "Enforcement ProceedingENFORCEMENT PROCEEDING") and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 10 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of California or Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "“Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If the Reviewing Party Board determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant pursuant, to Sections 2 and 3 above within 30 thirty (30) days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "”Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party Board otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.,

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 thirty (30) days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "“Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the Company.

Enforcement of Indemnification Rights. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 thirty (30) days after a written demand has been received by the Company, the or no advancement of Expenses has been timely made pursuant to Section 3.02(a) of this Agreement, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "“Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. Such judicial proceeding shall be made de novo. The Company hereby consents to service of process for in any such Enforcement Proceeding and proceeding, to appear in any such Enforcement Proceeding. Any determination proceeding, and to be bound by the Reviewing Party otherwise determination of such proceeding. The Company shall be conclusive precluded from asserting in any judicial proceeding commenced pursuant to this Section 3.02(d) that the procedures and presumptions of this Agreement are not valid, binding on and enforceable and shall stipulate in any such court that the Company and is bound by all the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden provisions of proving that the Indemnitee is not entitled to indemnification shall be on the Companythis Agreement.

Enforcement of Indemnification Rights. (a) If the Reviewing Party determines that the Indemnitee or Family Member substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee or Family Member has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee or Family Member shall have the right to commence litigation in any court in the State of Delaware California having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "“Enforcement Proceeding"”) and, if successful in whole or in part, the Indemnitee or Family Member shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company Company, the Indemnitee and the Indemnitee. In any Enforcement Proceeding brought by the Indemnitee, the burden of proving that the Indemnitee is not entitled to indemnification shall be on the CompanyFamily Member.

Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an "Enforcement Proceeding") and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any Enforcement Proceeding brought by of the Indemniteeterms of this Agreement, the burden Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defense of proving that such action (including with respect to Indemnitee's counterclaims and cross-claims made in such action) if the Indemnitee is not entitled to indemnification shall be on the Companysuccessful in whole or in part in such action.