Common use of Right of Claimant to Bring Suit Clause in Contracts

Right of Claimant to Bring Suit. If a claim under Section 1 (above) is not paid in full by this Corporation within ninety (90) days after a written claim has been received by this Corporation, the claimant may at any time thereafter bring suit against this Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking has been tendered to this Corporation), that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporation. Neither the failure of this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Subject to Article 7, Paragraph 1K., if a claim under Section 1 (above) this Article is not promptly paid in full by this Corporation within ninety (90) days the corporation after a written claim has been received by the corporation or if expenses pursuant to Section 4 of this CorporationArticle have not been promptly advanced after a written request for such advancement accompanied by the statement and undertaking required by Article 7, Paragraph 1D. of this Article has been received by the corporation, the claimant director or officer may at any time thereafter bring suit against this Corporation the corporation to recover the unpaid amount of the claimclaim or the advancement of expenses. If successful, and, if successful in whole or in part, the claimant in such suit, such director or officer shall also be entitled to be paid also the reasonable expense of prosecuting such claimthereof, including attorneys' fees. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required undertaking has been tendered to this Corporation), the corporation) that the claimant director or officer has not met the standards of conduct which make it permissible under the General Illinois Business Corporation Law of Act for the State of Delaware for this Corporation corporation to indemnify the claimant director or officer for the amount claimed, but the burden of proving such defense shall be on this Corporationthe corporation. Neither the failure of this Corporation the corporation (including its Board board of Directorsdirectors, independent legal counsel, or its stockholdersshareholders) to have made a determination determination, if required, prior to the commencement of such action that indemnification of the claimant director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in required under the General Illinois Business Corporation Law of the State of DelawareAct, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct.actual

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if a claim under Section 1 (above) Sections 7.1 or 7.2 of the Article VII is not paid in full by this the Corporation within (i) ninety (90) days after a written claim for indemnification has been received by this the Corporation, or (ii) thirty (30) days after a written claim for an advancement of expenses has been received by the Corporation, the claimant may at any time thereafter (but not before) bring suit against this the Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim, andtogether with interest thereon, if successful in whole or in partto obtain advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claimas applicable. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance right to an advancement of its final disposition where the required undertaking has been tendered to this Corporation), expenses) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of DGCL (or other applicable law) for the State of Delaware for this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this the Corporation. Neither the failure of this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a contrary determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) create a presumption that the claimant has not met such any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be a defense entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the action or create a presumption that claimant had not met the fullest extent permitted by applicable standard of conductlaw.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 3 of this Article V, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a claim for indemnification under Section 1 (above) or Section 2 of this Article V is not paid in full by this Corporation the corporation within ninety (90) days after the later of a written claim for indemnification has been received by the corporation, or (ii) a claim for advancement of expenses under Section 6 of this CorporationArticle V is not paid in full by the corporation within thirty (30) days after the corporation has received a statement or statements requesting such amounts to be advanced, the claimant may at any time thereafter (but not before) bring suit against this Corporation the corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim, andtogether with interest thereon, if successful in whole or in partto obtain advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claimas applicable. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance right to an advancement of its final disposition where the required undertaking has been tendered to this Corporation), expenses) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of DGCL (or other applicable law) for the State of Delaware for this Corporation corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporationthe corporation. Neither a contrary determination in the failure specific case under Section 3 of this Corporation (including its Board Article V nor the absence of Directors, independent legal counsel, any determination thereunder shall be a defense to such application or its stockholders) to have made create a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) presumption that the claimant has not met such any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be a defense entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the action or create a presumption that claimant had not met the fullest extent permitted by applicable standard of conductlaw.

Right of Claimant to Bring Suit. If a claim under Section 1 (above) 10.1 of this Article X is not paid in full by this the Corporation within ninety (90) 30 days after a written claim pursuant to Section 10.3 of this Article X has been received by this the Corporation, the claimant may at any time thereafter bring suit against this the Corporation to recover the unpaid amount of the claim, claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding proceeding in advance of its final disposition where the required undertaking undertaking, if any is required, has been tendered to this the Corporation), ) that the claimant has not met the standards standard of conduct which make makes it permissible under the Delaware General Corporation Law of for the State of Delaware for this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this the Corporation. Neither the failure of this the Corporation (including its Board board of Directorsdirectors, independent legal counsel, Independent Counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law of the State of DelawareLaw, nor an actual determination by this the Corporation (including its Board board of Directorsdirectors, independent legal counsel, Independent Counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant had has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 1 (above) is not paid in full by this Corporation within ninety (90) days after a written claim has been received by this Corporation, the claimant may at any time thereafter bring suit against this Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking has been tendered to this Corporation), that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporation. Neither the failure of this Corporation (including includ ing its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 3 of this Article V, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a claim for indemnification under Section 1 (above) or Section 2 of this Article V is not paid in full by this Corporation the corporation within ninety (90) days after the later of a written claim for indemnification has been received by the corporation, or (ii) a claim for advancement of expenses under Section 6 of this CorporationArticle V is not paid in full by the corporation within thirty (30) days after the corporation has received a statement or statements requesting such amounts to be advanced, the claimant may at any time thereafter (but not before) bring suit against this Corporation the corporation in the federal courts of the United States or the courts of the State of Texas, in each case located in the County of Xxxxxx, to recover the unpaid amount of the claim, andtogether with interest thereon, if successful in whole or in partto obtain advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claimas applicable. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance right to an advancement of its final disposition where the required undertaking has been tendered to this Corporation), expenses) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of TBOC (or other applicable law) for the State of Delaware for this Corporation corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporationthe corporation. Neither a contrary determination in the failure specific case under Section 3 of this Corporation (including its Board Article V nor the absence of Directors, independent legal counsel, any determination thereunder shall be a defense to such application or its stockholders) to have made create a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) presumption that the claimant has not met such any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be a defense entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the action or create a presumption that claimant had not met the fullest extent permitted by applicable standard of conductlaw.