Failure to Indemnify. (a) If a claim under this Agreement, under any statute, or under any provision of the Certificate or Bylaws providing for indemnification, is not paid in full by the Company promptly following a determination of entitlement to indemnification pursuant to Sections 4 and 5, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall also be entitled to be paid for the Indemnitee’s reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company.
(b) It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met the standards of conduct that make it permissible under Delaware Law for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and the Indemnitee shall be entitled to receive interim payments of Interim Expenses pursuant to Section 2 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists.
(c) In the event a determination has been made in accordance with the procedures set forth in Section 5 hereof, in whole or in part, that the Indemnitee is not entitled to indemnification, any adjudication referred to in Section 6(a) hereof shall be de novo and the Indemnitee shall not be prejudiced by reason of any such prior determination that the Indemnitee is not entitled to indemnification, and the Company shall bear the burden of proof specified in Section 5 hereof in such proceeding.
Failure to Indemnify. (a) If a claim under this Agreement, under any statute, or under any provision of the Certificate or By-Laws providing for indemnification, is not paid in full by the Company within 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, Indemnitee shall also be entitled to be paid for Indemnitee's reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with successfully establishing the right to indemnification, in whole or in part, in any such action shall also be indemnified by the Company.
(b) It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of Interim Expenses pursuant to Paragraph 2 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists.
Failure to Indemnify. If Supplier refuses or fails to indemnify and defend Snap-on or any Distribution Associate as required under this Agreement, Snap-on may defend itself or the Distribution Associate and make decisions regarding strategy, including settlement, that it deems appropriate without limiting its right to pursue a claim against Supplier for indemnification. Supplier will be responsible for all costs, expenses and liabilities incurred by Snap-on in such event.
Failure to Indemnify. If a claim for payment of any Liability, Expense or Advance under this Agreement, or pursuant to any other agreement, any resolution of the Corporation’s Board of Directors, any resolution by the Corporation’s shareholders, any provision of the Corporation’s Restated Articles of Incorporation or Restated Bylaws, or any statute or rule of law providing for indemnification, now or hereafter in effect, is not paid in full within thirty days, in the case of Liabilities and Expenses, or within five days, in the case of Advances, after a written request for payment thereof has been received by the Corporation, the Director may bring an action against the Corporation to recover the unpaid amount of such claim, together with Interest thereon.
Failure to Indemnify. 6.1 If a claim for indemnification, payment or reimbursement is made by Indemnitee under this Agreement, or any statute, or under any provision of the Articles of Incorporation or Bylaws of the Surviving Corporation (as defined in the Merger Agreement), or pursuant to the Merger Agreement, and such claim is not paid in full by the Parent or the Surviving Corporation, within forty-five (45) days after a written request therefor has been received by the Parent from Indemnitee, and Indemnitee is required to initiate any Proceeding against Indemnitee to enforce Indemnitee’s rights or Parent’s obligations hereunder, the burden of proof shall be on Parent to establish that Indemnitee is not entitled to indemnification under this Agreement and not be on Indemnitee to establish his right thereto; and, if the Indemnitee is successful, in whole or in part, in any such Proceeding, Indemnitee shall also be entitled to be paid for the Expenses incurred by it in or in connection with such Proceeding.
6.2 It is the parties’ intention that if Parent or the Surviving Corporation contests Indemnitee’s right to indemnification under this Agreement or under the Merger Agreement, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of Parent or the Company or Surviving Corporation (including their respective board of directors, independent legal counsel, or shareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Parent, the Company or the Surviving Corporation (including their respective board of directors, any committee or subgroup of their respective boards of directors, independent legal counsel, or shareholders) that Indemnitee is not entitled to indemnification, shall create a presumption that Indemnitee is not entitled thereto.
Failure to Indemnify. If a claim for payment of any Liability, Expense or Advance under this Agreement, or pursuant to any other agreement, any resolution of PBG’s stockholders or Board of Directors, any provision of PBG’s Certificate of Incorporation or By-Laws, or any statute or rule of law providing for indemnification, now or hereafter in effect, is not paid in full within thirty days, in the case of Liabilities and Expenses, or within five days, in the case of Advances, after a written request for payment thereof has been received by PBG, the Director may bring an action against PBG to recover the unpaid amount of such claim, together with interest thereon. It shall be a defense to any such claim (other than an action brought to enforce a claim for an Advance) that the Director has not met the standard of conduct which makes it permissible under this Indemnification Agreement for PBG to indemnify the Director for the amount claimed, provided, however, that the burden of proving such defense shall be on PBG and the Director shall be entitled to receive Advances pursuant to Section 4 hereof unless and until such defense shall be finally adjudicated by a court.
Failure to Indemnify. Failure by Borrower to defend, indemnify and/or hold harmless Lender under Sections 13.4 of this Loan Agreement.
Failure to Indemnify. If indemnification or advances for expenses are ordered to be paid by the Corporation pursuant to Section 5, Indemnitee shall also be entitled to be paid for expenses (including attorneys' fees) incurred in connection with the application for the court-ordered payments.
Failure to Indemnify. If indemnification or advances for expenses are ordered to be paid by the Indemnitor pursuant to Section 3, Indemnified Parties shall also be entitled to be paid
Failure to Indemnify. (a) If the person, persons or entity empowered or selected under Section 7 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty-five (25) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of
