Common use of Indemnitee Entitled to Adjudication in an Appropriate Court Clause in Contracts

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in Indemnitee’s sole discretion, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V hereof that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the applicable Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the applicable Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Neither Company agrees not to shall oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it arbitration. Adverse Determination Not to Affect any Judicial Proceeding. If a determination shall continue to pay Expense Advances have been made pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) Article V that Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding or arbitration commenced pursuant to this Article VI shall be indemnified conducted in all respects as a de novo trial or arbitration on the merits, and Indemnitee shall not be prejudiced by reason of such initial adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Article VI, Indemnitee shall be presumed to be entitled to indemnification or advancement of Expenses, as the case may be, under this Agreement and the applicable Company shall have the burden of proof in overcoming such presumption and to show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. Applicable Company Bound by Determination Favorable to Indemnitee in any Judicial Proceeding or Arbitration. If a determination shall have been made or deemed to have been made pursuant to Article V that Indemnitee is entitled to indemnification, the applicable Company shall be irrevocably bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article VI and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable, in each such case absent (a) a knowing misstatement by Indemnitee of a material fact, or a knowing omission of a material fact necessary to make a statement by Indemnitee not materially misleading, in connection with Indemnitee's request for indemnification or (b) a prohibition of such indemnification under applicable law. Applicable Company Bound by the Agreement. The applicable Company against shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article VI that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such Expensescourt or before any such arbitrator that such Company is bound by all the provisions of this Agreement.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V hereof that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, including any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, including Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 3.4 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Partnership to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company Partnership or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company Partnership agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Partnership against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in an appropriate court of the Court State of Indemnitee’s Texas, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3, 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).

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in Indemnitee’s sole discretion, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose IndemniteeXxxxxxxxxx’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (cb) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, including any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, then (in any such case) Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, including Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.shall

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV 5 that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in an appropriate Court of the Court State of Texas, or in any other Court, of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s right to seek any such adjudication or award in through arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesproceedings.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V hereof that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the applicable Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the applicable Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Neither Company agrees not to shall oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, including any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, including Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which no appeal is taken or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Delaware Rapid Arbitration AssociationAct. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3, 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).

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in an appropriate court of the Court State of Indemnitee’s Texas, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire; provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 4. 1. The Company Corporation agrees not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s Ixxxxxxxxx's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Special Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Special Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in an appropriate court of the Court State of Indemnitee’s Texas, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his option, may seek an award in arbitration. The arbitration to shall be conducted by a single arbitrator pursuant and shall take place in Houston, Texas according to the commercial arbitration rules of the then-prevailing Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall reside in Houston, Texas, and be an attorney licensed to practice law by the State Bar of Texas. The parties agree that all matters subject to the arbitration, including the arbitration itself, shall remain confidential. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall will not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall will be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall will commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall will expire. The Company agrees will not to oppose IndemniteeXxxxxxxxxx’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV 5 that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's s selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s 's s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV 5 that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Special Legal Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Special Legal Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s 's selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement; , (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court Court, of Indemnitee’s 's entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in at Indemnitee’s sole discretion's 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees Corporation shall not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue arbitration, but may oppose Indemnitee's right to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesindemnification or payment of expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV 5 that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances)hereunder; or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in an appropriate Court of the Court State of Texas of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s right to seek any such adjudication or award in through arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesproceedings.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall will not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall will be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall will commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall will expire. The Company agrees will not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); ) or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 3.2 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Corporation against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Corporation for any advances pursuant to Section 3.2, 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).

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s 's selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s 's entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretion's 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a1) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b1) there has been any failure by the Company Partnership to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c1) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company Partnership or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company Partnership agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Partnership against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the ii)the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3, 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).

Indemnitee Entitled to Adjudication in an Appropriate Court. If In the event (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company Corporation to make timely payment or advancement of any amounts due hereunder (including, without limitation, including any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 5.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, including Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company Corporation agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 4.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a Court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 6.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company Corporation against such Expenses.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s 's being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, 's selection or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s 's selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees shall not to oppose Indemnitee’s Xxxxxxxxxx's right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV V that Indemnitee is not entitled to indemnification under this Agreement; , (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (includinghereunder, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, selection or (iii) expiration of all periods for the Company Corporation or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court Court, of Indemnitee’s his entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advancesadvancement of Expenses. Alternatively, Indemnitee, in Indemnitee’s sole discretionat his 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. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.16.1, or such right shall expire. The Company agrees Corporation shall not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudication) that Indemnitee is not entitled to be indemnified by the Company against such Expensesarbitration.

Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 60 ninety (90) days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, in at Indemnitee’s sole discretionoption, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1, or such right shall expire. In any judicial proceeding or arbitration commenced pursuant to this Section 5.1, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 4 of this Agreement adverse to Indemnitee for any purpose. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a Final Adjudicationfinal adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3, 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).