Common use of Remedies of Indemnitee Clause in Contracts

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication adjudication, by a court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d13(e) hereof, in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 22 , 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d13(e) hereof, in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or Section 5 or the third to 6 of this Agreement or the last sentence of Section 10(a11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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 proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty twenty (6020) days after receipt by the Company IMS Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company IMS Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company IMS Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company IMS Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within 20 days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 or 4, 5 or the third to the last sentence of Section 10(aand 12(d) of this Agreement Agreement, within ten (10) 30 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court the Delaware Court of Indemnitee’s Chancery of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty twenty (6020) days after receipt by the Company ATD Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company ATD Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company ATD Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company ATD Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty thirty (6030) days after receipt by the Company Rosehill Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company Rosehill Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company Rosehill Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company Rosehill Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 or 13(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 11 of this Agreement within sixty ninety (6090) days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 or 4, 5 or the third to the last sentence of Section 10(aand 13(e) of this Agreement Agreement, within ten thirty (1030) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 7, the penultimate sentence of Section 12(a) or the third to the last sentence of Section 10(a) of 13(c)of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationExpenses.

Remedies of Indemnitee. (a) Subject to Section 12(d13(e) hereof, in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5 or 5 Section 6 or the third to the last sentence of Section 10(a11(a) of this Agreement within ten (10) days after receipt by the Company Corporation of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 Section 4 or 6 Section 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company Corporation or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof14(f), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a12(a) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnificationindemnification that does not include a request for Independent Counsel, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 7 or the third to the last sentence of Section 10(a12(a) of this Agreement within ten (10) 10 days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 8 of this Agreement is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or and/or advancement. Alternatively, Indemnitee, at Indemnitee’s 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 proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d11(e) hereof, in the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 2 or 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, indemnification or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject a)Subject to Section 12(d) hereof7(f), in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely is made pursuant to Section 10(a6(b) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationindemnification.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty twenty (6020) days after receipt by the Company Eloxx Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company Eloxx Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, indemnification or (vi) in the event that the Company Eloxx Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company Eloxx Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject a)Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.. ​ ​

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty twenty (6020) days after receipt by the Company Quintiles IMS Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company Quintiles IMS Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company Quintiles IMS Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company Quintiles IMS Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iii) advancement is not timely made pursuant to Section 8 of this Agreement, (iiii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (ivi) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (vi) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections Section 4 or 5 or the third second to the last sentence of Section 10(a9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections Section 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, indemnification or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancementand/or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 10 of this Agreement within sixty ninety (6090) days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made (A) within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within thirty (30) days after receipt by the Company of a written request therefor, or (viv) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s competent jurisdiction of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject a)Subject to Section 12(d) hereof10(e), in the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement Deed that Indemnitee is not entitled to indemnification under this AgreementDeed, (ii) advancement of Expenses is not timely made pursuant to Section 8 9(c) of this AgreementDeed, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement Deed within sixty twenty (6020) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement Deed within ten five (105) business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement Deed is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement Deed void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(c) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 10 of this Agreement within sixty ninety (6090) days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made (A) within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(c) of this Agreement, within thirty (30) days after receipt by the Company of a written request therefor, or (viv) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s competent jurisdiction of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Exhibit 10.1 Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty thirty (6030) days after receipt by the Company Nexeo Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company Nexeo Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company Nexeo Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company Nexeo Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 10 of this Agreement within sixty ninety (6090) days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within twenty (20) days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4 or 4, 5 or the third to the last sentence of Section 10(aand 12(d) of this Agreement Agreement, within ten thirty (1030) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court the Delaware Court of Indemnitee’s Chancery of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a10(b) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (viv) in the event that the Company or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek Indemnitee shall commence such proceeding seeking an award in arbitration adjudication within 180 days following the date on which Indemnitee first has the right to be conducted by a single arbitrator commence such proceeding pursuant to this Section 12(a); provided, however, that the Commercial Arbitration Rules foregoing clause shall not apply in respect of the American Arbitration Associationa proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof, in In the event that (i) a determination is made pursuant to Section 10 9(d) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a9(d) of this Agreement within sixty twenty (6020) days after receipt by the Company Ecovyst Companies of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 Section 5, 6 or 5 or the third to the last sentence of Section 10(a) 7 of this Agreement within ten five (105) business days after receipt by the Company Ecovyst Companies of a written request therefor, (v) payment of indemnification pursuant to Sections 2Section 3, 3 4 or 6 7 of this Agreement is not made within ten five (105) business days after a determination has been made that Indemnitee is entitled to indemnification, indemnification or (vi) in the event that the Company Ecovyst Companies or any other Person person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s his entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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. The Company Ecovyst Companies shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(d) hereof12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) 10 of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made (A) within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within thirty (30) days after receipt by the Company of a written request therefor, or (viv) in the event that the Company or any other Person person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court the Delaware Chancery Court of Indemnitee’s his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration AssociationExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationaccordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(d12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iii) advancement is not timely made pursuant to Section 8 of this Agreement, (iiii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (ivi) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (vi) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.Arbitration

Remedies of Indemnitee. (a) Subject a)Subject to Section 12(d) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’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. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.