Common use of Right to Enforce Indemnification Clause in Contracts

Right to Enforce Indemnification. If a claim under Section 10.1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in 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 the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action with respect to expenses authorized under Section 10.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Washington business corporation act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth herein or in the Washington business corporation act nor (except as provided in Section 10.3) an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Right to Enforce Indemnification. If a claim under Section 10.1 6.1 is not paid in full by the Corporation corporation within 60 sixty (60) days after a written claim has been received by the Corporationcorporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 6.3 is not paid within 20 twenty (20) days after a written claim has been received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in 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 the Corporationcorporation), and thereafter the Corporation corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action with respect to expenses authorized under Section 10.36.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Washington business corporation act Nonprofit Corporation Act or other applicable law, for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its Board of Directors, independent legal counsel, or its shareholdersmembers) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because the claimant he or she has met the applicable standard of conduct set forth herein or in the Washington business corporation act Nonprofit Corporation Act or other applicable law, nor (except as provided in Section 10.3) an actual determination by the Corporation corporation (including its Board of Directors, independent legal counsel, or its shareholdersmembers) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Right to Enforce Indemnification. If a claim under Section 10.1 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 10.3 is not paid within 20 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant 8.1 Lessee agrees that Sublessee shall be entitled to be paid also receive all services and benefits from Lessor under the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in 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 the Corporation)Lease, and thereafter that, so long as Sublessee is not in default under this Sublease Agreement, Lessee will cooperate with Sublessee, at Sublessee's sole cost and expense, to cause Lessor to perform Lessor's obligations under the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action Lease with respect to expenses authorized under Section 10.3) the Sublease Premises. It is expressly agreed by the parties, however, that Lessee does not assume any obligation to perform the claimant has not met terms, covenants and conditions contained in the standards Lease on the part of conduct which make it permissible hereunder Lessor to be performed, or any liability for the accuracy of any warranty or representation made by Lessor under the Washington business corporation act Lease, and that Sublessee shall look solely to Lessor for the Corporation performance of such obligations and the inaccuracy of any such warranties or representations. In no event shall Sublessee have any right to terminate this Sublease Agreement, by reason of any failure by Lessor to fulfill its obligations or other default by Lessor under the Lease. CSXI File____ 8.2 Sublessee shall defend and indemnify Lessee against all liabilities, costs and expenses (including reasonable attorneys' fees) which may be incurred by Lessee in connection with any claim, action or proceeding so undertaken by Sublessee against Lessor; provided, however, that if Lessee elects to be represented by counsel of its own choosing in connection with any action or proceeding instituted pursuant to the claimant provisions of this Section 8.2, Lessee shall pay all legal fees of its counsel in connection with such representation. 8.3 Lessee shall not be liable for, and Sublessee shall indemnify and hold Lessee harmless of and from, all fines, suits, damages, claims, demands, losses, actions, liabilities and costs (including reasonable attorneys' fees) for any injury to person or damage to or loss of property on or about the amount claimedSublease Premises, but except to the burden extent the same are caused by the negligent or willful act or omission of proving such defense Lessee or its officers, agents, employees, contractors or servants. This indemnity shall survive the expiration or termination of this Sublease Agreement. Lessee shall not be on liable or responsible for any loss or damage to any property or the Corporation. Neither the failure death or injury to any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority, by third parties or by any other matter, or for any injury or damage or inconvenience which may arise through repair or alteration of any part of the Corporation (including its Board of Directors, independent legal counselSublease Premises, or its shareholders) failure to have made a determination prior make repairs, or from any cause whatsoever, except to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth herein or in the Washington business corporation act nor (except as provided in Section 10.3) an actual determination extent caused by the Corporation (including its Board negligent or willful act or omission of Directors, independent legal counsel, Lessee or its shareholders) that officers, agents, employees, contractors or servants. In the claimant is not entitled to indemnification event of any conflict or to inconsistency between the reimbursement or advancement provisions of expenses this paragraph and the provisions of Section 3.1, the provisions of Section 3.1 shall be a defense to the action or create a presumption that the claimant is not so entitledgovern and control.