Common use of Right of Covered Person to Bring Suit Clause in Contracts

Right of Covered Person to Bring Suit. If a request for indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership within ninety (90) days, or if a request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership within thirty (30) days, in each case, after a written request has been received by the Partnership, the Covered Person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware to recover the unpaid amount of the claim. In any such action, the Partnership shall have the burden of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. 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, if any is required, has been tendered to the Partnership) that such Covered Person has not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimed. Neither the failure of the Partnership to have made a determination prior to the commencement of such action that indemnification or advancement is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in this Agreement or the Partnership Act, nor an actual determination by the Partnership that such Covered Person has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that such Covered Person has not met any applicable standard of conduct. If successful, in whole or in part, such Covered Person shall also be entitled to be paid the Expenses of prosecuting such action to the fullest extent permitted by law.

Right of Covered Person to Bring Suit. If a request for (a) indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership Company within ninety sixty (9060) days, days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or if (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership Company within thirty twenty (3020) days, in each case, days after a written request for such payment has been received by the PartnershipCompany pursuant to Section 6(d), the Covered Person covered person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the claimCompany to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Partnership shall have the burden suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. It expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to any such action (other than recover an action brought advancement of expenses pursuant to enforce a claim for Expenses incurred in defending any proceeding in advance the terms of its final disposition where the required an undertaking, if any the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is required, has been tendered to the Partnership) that such Covered Person has not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedpermitted by applicable law. Neither the failure of the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the covered person is proper in the circumstances because such Covered Person the Indemnitee has met the applicable standard of conduct set forth in this Agreement or the Partnership ActDelaware General Corporation Law, nor an actual determination by the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that such Covered Person the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the action or create terms of Section 6 that a presumption covered person is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such Covered Person determination has not met been made or that the procedure by which such determination was made is not valid, binding and enforceable. In any applicable standard suit brought by a covered person to enforce a right to indemnification or to an advancement of conduct. If successfulexpenses hereunder, in whole or in partby the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such Covered Person shall also be the burden of proving that the covered person is not entitled to be paid indemnified, or to such advancement of expenses, shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.

Right of Covered Person to Bring Suit. If a request for (a) indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership Company within ninety sixty (9060) days, days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or if (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership Company within thirty twenty (3020) days, in each case, days after a written request for such payment has been received by the PartnershipCompany pursuant to Section 6(d), the Covered Person covered person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the claimCompany to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Partnership shall have the burden suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. It expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to any such action (other than recover an action brought advancement of expenses pursuant to enforce a claim for Expenses incurred in defending any proceeding in advance the terms of its final disposition where the required an undertaking, if any is required, has been tendered the Company shall be entitled to the Partnershiprecover such expenses upon a final adjudication (including all appeals) that such Covered Person has indemnification is not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedpermitted by applicable law. Neither the failure of the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the covered person is proper in the circumstances because such Covered Person the Indemnitee has met the applicable standard of conduct set forth in this Agreement or the Partnership ActDelaware General Corporation Law, nor an actual determination by the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that such Covered Person the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the action or create terms of Section 6 that a presumption covered person is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such Covered Person determination has not met been made or that the procedure by which such determination was made is not valid, binding and enforceable. In any applicable standard suit brought by a covered person to enforce a right to indemnification or to an advancement of conduct. If successfulexpenses hereunder, in whole or in partby the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such Covered Person shall also be the burden of proving that the covered person is not entitled to be paid indemnified, or to such advancement of expenses, shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.

Right of Covered Person to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE XII shall be contract rights. If a request for indemnification claim under Section 9.02 or Section 9.03 this ARTICLE XII is not paid in full by the Partnership Company within ninety (90) days, or if a request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership within thirty (30) days, in each case, 60 days after a written request claim has been received by the PartnershipCompany, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Covered Person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of the claim. In If successful in whole or in part in any such actionsuit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Partnership shall have the burden of proving that such Covered Person was not shall be entitled to be paid also the requested indemnification, expense of prosecuting or defending such suit. In (i) any suit brought by the Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by the Covered Person to enforce a right to an advancement or payment of Expenses. It expenses) it shall be a defense that, and (ii) any suit by the Company to any such action (other than recover an action brought to enforce a claim for Expenses incurred in defending any proceeding in advance advancement of its final disposition where the required undertaking, if any is required, has been tendered expenses pursuant to the Partnership) that terms of an undertaking the Company shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the standards of conduct which make it permissible under Act or this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedAgreement. Neither the failure of the Partnership Company (including, without limitation, the Governing Board, independent legal counsel, or the Members) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the Covered Person is proper in the circumstances because such the Covered Person has met the applicable standard of conduct set forth in the Act or this Agreement or the Partnership ActAgreement, nor an actual determination by the Partnership Company (including, without limitation, the Governing Board, independent legal counsel, or the Members) that such the Covered Person has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that such the Covered Person has not met any the applicable standard of conduct. If successfulconduct or, in whole or in partthe case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person shall also be to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be paid indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.

Right of Covered Person to Bring Suit. If a request for (a) indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership Company within ninety sixty (9060) days, days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or if (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership Company within thirty twenty (3020) days, in each case, days after a written request for such payment has been received by the PartnershipCompany pursuant to Section 6(d), the Covered Person covered person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the claimCompany to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Partnership shall have the burden suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. It expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to any such action (other than recover an action brought advancement of expenses pursuant to enforce a claim for Expenses incurred in defending any proceeding in advance the terms of its final disposition where the required an undertaking, if any the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is required, has been tendered to the Partnership) that such Covered Person has not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedpermitted by applicable law. Neither the failure of the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the covered person is proper in the circumstances because such Covered Person the Indemnitee has met the applicable standard of conduct set forth in this Agreement or the Partnership ActDelaware General Corporation Law, nor an actual determination by the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that such Covered Person the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person be a defense to such suit. If a determination is made or deemed to have been made pursuant to the action or create terms of Section 6 that a presumption covered person is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such Covered Person determination has not met been made or that the procedure by which such determination was made is not valid, binding and enforceable. In any applicable standard suit brought by a covered person to enforce a right to indemnification or to an advancement of conduct. If successfulexpenses hereunder, in whole or in partby the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such Covered Person shall also be the burden of proving that the covered person is not entitled to be paid indemnified, or to such advancement of expenses, shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.

Right of Covered Person to Bring Suit. If a request for (a) indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership Company within ninety sixty (9060) days, days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or if (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership Company within thirty twenty (3020) days, in each case, days after a written request for such payment has been received by the PartnershipCompany pursuant to Section 6(d), the Covered Person covered person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the claimCompany to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Partnership shall have the burden suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. It expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to any such action (other than recover an action brought advancement of expenses pursuant to enforce a claim for Expenses incurred in defending any proceeding in advance the terms of its final disposition where the required an undertaking, if any the Company shall be entitled to recover such expenses upon a final adjudication (including all appeals) by asserting that indemnification is required, has been tendered to the Partnership) that such Covered Person has not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedpermitted by applicable law. Neither the failure of the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the covered person is proper in the circumstances because such Covered Person the Indemnitee has met the applicable standard of conduct set forth in this Agreement or the Partnership ActDelaware General Corporation Law, nor an actual determination by the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that such Covered Person the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the action or create terms of Section 6 that a presumption covered person is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such Covered Person determination has not met been made or that the procedure by which such determination was made is not valid. binding and enforceable. In any applicable standard suit brought by a covered person to enforce a right to indemnification or to an advancement of conduct. If successfulexpenses hereunder, in whole or in partby the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such Covered Person shall also be the burden of proving that the covered person is not entitled to be paid indemnified, or to such advancement of expenses, shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.

Right of Covered Person to Bring Suit. If a request for indemnification Any claim under Section 9.02 5.01 or Section 9.03 5.02 must be made in writing. If any written claim for Advancement of Expenses is not paid in full by the Partnership Company within ninety twenty (9020) daysdays after such claim has been received by the Company, or if a request for an advancement of expenses any other written claim under Section 9.05 5.01 or Section 5.02 is not paid in full by the Partnership Company within thirty (30) days, in each case, days after a written request such claim has been received by the PartnershipCompany, the Covered Person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of the such claim. In To the fullest extent permitted by Delaware Law, if successful in whole or in part in any such actionsuit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Partnership shall have the burden of proving that such Covered Person was not shall be entitled to be paid also the requested indemnification, advancement expense of prosecuting or payment defending such suit. In (i) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by the Covered Person to enforce a right to an Advancement of Expenses. It ) it shall be a defense that, and (ii) in any suit brought by the Company to any such action (other than recover an action brought to enforce a claim for Advancement of Expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered pursuant to the Partnership) terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that such the Covered Person has not met the standards of conduct which make it permissible any applicable standard for indemnification under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedDelaware Law. Neither the failure of the Partnership Company (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel or Stockholders) to have made a determination prior to the commencement of such action that indemnification or advancement of the Covered Person is proper in the circumstances because such the Covered Person has met the applicable standard of conduct set forth in this Agreement or the Partnership Actunder Delaware Law, nor an actual determination by the Partnership Company (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel or Stockholders) that such the Covered Person has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that such the Covered Person has not met any the applicable standard of conduct. If successfulconduct or, in whole or in partthe case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the Covered Person to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall also be have the burden of proving that the Covered Person is not entitled to be paid the Expenses indemnified, or to such Advancement of prosecuting such action to the fullest extent permitted by lawExpenses, under this Section 5 or otherwise.

Right of Covered Person to Bring Suit. If a request for (a) indemnification under Section 9.02 or Section 9.03 is not paid in full by the Partnership Company within ninety sixty (9060) days, days after a written request for indemnification has been received by the Company pursuant to Section 6(b); (b) a determination is made pursuant to Section 6(c) that a covered person is not entitled to indemnification; or if (c) a written request for an advancement of expenses under Section 9.05 is not paid in full by the Partnership Company within thirty twenty (3020) days, in each case, days after a written request for such payment has been received by the PartnershipCompany pursuant to Section 6(g), the Covered Person covered person may at any time thereafter bring suit against the Partnership in the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Company to recover the unpaid amount of any claim for indemnification or advancement. If successful in whole or in part in any such suit, or in a suit brought by the claimCompany to recover an advancement of expenses pursuant to the terms of an undertaking, the covered person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any such action, the Partnership shall have the burden suit brought by a covered person to enforce a right to indemnification hereunder (but not in a suit brought by a covered person to enforce a right to an advancement of proving that such Covered Person was not entitled to the requested indemnification, advancement or payment of Expenses. It expenses) it shall be a defense that indemnification is not permitted by applicable law. Further, in any suit by the Company to any such action (other than recover an action brought advancement of expenses pursuant to enforce a claim for Expenses incurred in defending any proceeding in advance the terms of its final disposition where the required an undertaking, if any is required, has been tendered the Company shall be entitled to the Partnershiprecover such expenses upon a final adjudication (including all appeals) that such Covered Person has indemnification is not met the standards of conduct which make it permissible under this Agreement or the Partnership Act for the Partnership to indemnify such Covered Person for the amount claimedpermitted by applicable law. Neither the failure of the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action suit that indemnification or advancement of the covered person is proper in the circumstances because such Covered Person the Indemnitee has met the applicable standard of conduct set forth in this Agreement or the Partnership ActDelaware General Corporation Law, nor an actual determination by the Partnership Company (including the Board, a committee thereof, independent legal counsel or its stockholders) that such Covered Person the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the covered person is not entitled to indemnification or, in the case of such a suit brought by a covered person, be a defense to such suit. If a determination is made or deemed to have been made pursuant to the action or create terms of Section 6 that a presumption covered person is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such Covered Person determination has not met been made or that the procedure by which such determination was made is not valid, binding and enforceable. In any applicable standard suit brought by a covered person to enforce a right to indemnification or to an advancement of conduct. If successfulexpenses hereunder, in whole or in partby the Company to recover an advancement of expenses pursuant to the terms of an undertaking, such Covered Person shall also be the burden of proving that the covered person is not entitled to be paid indemnified, or to such advancement of expenses, shall be on the Expenses of prosecuting such action to the fullest extent permitted by lawCompany.