Common use of Right of Indemnitee to Initiate Action Clause in Contracts

Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the Beneficiary) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the Beneficiary) that the indemnitee's conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's conduct was such that indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee's failure to provide the undertaking required by subsection (b).

Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's ’s conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the BeneficiaryBeneficial Owners) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the BeneficiaryBeneficial Owners) that the indemnitee's ’s conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's ’s conduct was such that the indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee's Indemnitee’s failure to provide the undertaking required by subsection (b).

Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to Action)to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the Beneficiary) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the Beneficiary) that the indemnitee's conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's conduct was such that indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee's failure to provide the undertaking required by subsection (b).

Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's ’s conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the BeneficiaryBeneficial Owners) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the BeneficiaryBeneficial Owners) that the indemnitee's ’s conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's ’s conduct was such that the indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee's Indemnitee’s failure to provide the undertaking required by subsection (b).

Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Trust within thirty (30) days after such claim has been received by the Trust, the indemnitee may at any time thereafter initiate an Indemnitee Action (or in the case of the Statutory Trustee, an Action) to recover the unpaid amount of the claim and, if successful in whole or in part, in the case of any indemnitee other than the Statutory Trustee, and without regard to such success provided such action was initiated in good faith in the case of the Statutory Trustee, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action (or in the case of the Statutory Trustee, an Action). The only defense to an Indemnitee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's ’s conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees, independent legal counsel, or the Beneficiary) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the Beneficiary) that the indemnitee's ’s conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's ’s conduct was such that indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the indemnitee's ’s failure to provide the undertaking required by subsection (b).