Common use of Suit to Enforce Rights Clause in Contracts

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within the time limitation for such a determination set forth in Section 4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement or (iv) Indemnitee has not received advancement of Expenses within the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right to enforce the indemnification rights granted under this Agreement by commencing litigation in the Chancery Court of the State of Delaware seeking a determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitration. Any determination by the Reviewing Party not challenged by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of Delaware. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity.

Suit to Enforce Rights. If (i) no determination of entitlement as to whether indemnification shall have is permissible under applicable law has been made within the time limitation for such thirty (30) calendar days after Indemnitee has made a determination set forth demand in accordance with Section 4(a)(i4(a), (ii) payment of indemnification pursuant to Section 4(a)(ii2, the last sentence of Section 3, Section 4(a) and Section 5 is not made within the period permitted for such payment by such sectionthirty (30) calendar days after a determination that indemnification is permissible under applicable law, (iii) the Reviewing Party Independent Counsel determines pursuant to Section 4(a) that Indemnitee indemnification is not entitled to indemnification permissible under this Agreement applicable law, or (iv) Indemnitee has not received advancement payment of Expenses within the time period permitted for five (5) business days after making such advancement by a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce the indemnification its rights granted under this Agreement by commencing litigation in the Chancery Court any court of the State of Delaware competent jurisdiction seeking a an initial determination by the court or challenging any determination by the Reviewing Party Independent Counsel or any aspect thereof. The Company hereby consents to service of process at the address listed in Section 17 and to appear in any such proceeding and waives any defense to venue proceeding. Any determination by the Independent Counsel not challenged by Xxxxxxxxxx on or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to before the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules first anniversary of the American Arbitration Association. The provisions date of Delaware law (without regard to its conflict of laws rules) will apply to such arbitrationthe Independent Counsel’s determination shall be binding on the Company and Indemnitee. The Company will shall not oppose Indemnitee’s right to seek any such adjudication in arbitration. Any determination by the Reviewing Party not challenged by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of Delawareadjudication. The remedy provided for in this Section 4 is non-exclusive and shall be in addition to any other remedies available to Indemnitee at in law or equity. In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in equityadvance, any and all expenses (of the types described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within the time limitation for such thirty (30) calendar days after Indemnitee has made a determination set forth demand in accordance with Section 4(a)(i4(a), (ii) payment of indemnification pursuant to Section 4(a)(ii4(a) is not made within the period permitted for such payment by such sectionthirty (30) calendar days after a determination has been made that Indemnitee is entitled to indemnification, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement Agreement, or (iv) Indemnitee has not received advancement of Expenses within the time period permitted for thirty (30) calendar days after making such advancement by a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce the its indemnification rights granted under this Agreement by commencing litigation in the Chancery Court any court of competent jurisdiction in the State of Delaware Oregon seeking a an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged by the Indemnitee within 90 days on or before the first anniversary of the date of the Reviewing Party’s notice to Indemnitee of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of DelawareIndemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this Agreement, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company to pay Expenses as set forth in this Agreement. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law or in equityfor damages.

Suit to Enforce Rights. If In the event that (i) a determination is made pursuant to Section 4(a) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 2(c) of this Agreement, (iii) except when the Reviewing Party is Independent Counsel pursuant to Section 3 hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) of this Agreement within thirty (30) calendar days after receipt by the time limitation Company of the Indemnitee’s written request for such a determination set forth in Section 4(a)(i)indemnification, (iiiv) if the Reviewing Party is Independent Counsel and no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) hereof within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, (v) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment ten (10) calendar days after a determination has been made by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that the Indemnitee is not entitled to indemnification under this Agreement or (iv) Indemnitee has not received advancement of Expenses within indemnification, then, in each case, the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right be entitled to enforce the indemnification rights granted under this Agreement seek an adjudication by commencing litigation any court in the Chancery Court State of California or the State of Delaware seeking a determination by having subject matter jurisdiction thereof relating to the court Indemnitee’s entitlement to such indemnification or challenging any determination by the Reviewing Party or any aspect thereofExpense Advancement. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged within 120 days by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of DelawareIndemnitee. The remedy provided for in this Section 4 shall not be exclusive and shall be in addition to any other remedies available to Indemnitee at law or in equity.

Suit to Enforce Rights. If (a) Regardless of any action by the Reviewing Party, if (i) a determination is made pursuant to Section C.2 above that Indemnitee is not entitled to indemnification under this Agreement, (ii) Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section C.2 above or 50 days if the Company submits a request for advancement or reimbursement to the Reviewing Party under Section C.2(c) above, (iii) no determination of entitlement to indemnification shall have been made within the time limitation for such a determination set forth in Section 4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under C.2 of this Agreement within 30 days after receipt by the Company of the request for indemnification, or (iv) 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 has not received 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 of Expenses within the time period permitted for such advancement by Section 2(c), then Expenses. Indemnitee shall have the right to enforce the its indemnification rights granted under this Agreement by commencing litigation in the Chancery Court any court of the State of Delaware competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationAgreement. Any determination by the Reviewing Party not challenged by Xxxxxxxxxx and any judgment entered by the Indemnitee within 90 days of the date of the Reviewing Party’s determination court shall be conclusively binding on the Company and Indemnitee. (b) In the event that a determination shall have been made pursuant to Section C.2 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section C.3 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not thereafter be subject prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to challenge. The parties agree that the procedures set forth in this Section 4 C.3, the Company shall constitute have the sole and exclusive method for resolving burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section C.2 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any dispute regardingjudicial proceeding or arbitration commenced pursuant to this Section C.3 absent (i) a misstatement by Indemnitee of a material fact, or determinations made pursuant toan omission of a material fact necessary to make Indemnitee’s statement not materially misleading, this Agreementin connection with the request for indemnification, (ii) any conduct derived from gross negligence, fraud, or willful misconduct (judicially and that any litigation to enforce any rights arising finally determined by a court of competent jurisdiction) by Indemnitee, or (iii) a prohibition of such indemnification under this Agreement shall be filed solely in the Chancery Court of the State of Delaware. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equityapplicable law.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within the time limitation for such a determination set forth in Section 4(a)(i), (iix) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment by such section, (iiiy) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement Agreement, or (ivz) Indemnitee has not received advancement of Expenses within the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right to enforce the indemnification and advancement rights granted under this Agreement by commencing litigation in the Chancery Court any court of competent jurisdiction in the State of Delaware seeking a an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged by the Indemnitee within 90 days six months of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee. In the event that a determination shall have been made by the Reviewing Party that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not thereafter be subject prejudiced by reason of the adverse determination under Section 4(a). In the event that Indemnitee, pursuant to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding4(b), seeks a judicial adjudication of his rights under, or determinations made pursuant toto recover damages for breach of, this Agreement, or to recover under any directors’ and that officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any litigation and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court entitled to such indemnification, advancement of the State of Delawareexpenses or insurance recovery. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at in law or in equity.

Suit to Enforce Rights. If In the event that (i) a determination is made pursuant to Section 4(a) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 2(c) of this Agreement, (iii) except when the Reviewing Party is Independent Counsel pursuant to Section 3 hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) of this Agreement within thirty (30) calendar days after receipt by the time limitation Company of the Indemnitee’s written request for such a determination set forth in Section 4(a)(i)indemnification, (iiiv) if the Reviewing Party is Independent Counsel and no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) hereof within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, or (v) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment ten (10) calendar days after a determination has been made by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that the Indemnitee is not entitled to indemnification under this Agreement or (iv) Indemnitee has not received advancement of Expenses within indemnification, then, in each case, the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right be entitled to enforce the indemnification rights granted under this Agreement seek an adjudication by commencing litigation any court in the Chancery Court of the State of Delaware seeking a determination by having subject matter jurisdiction thereof relating to the court Indemnitee’s entitlement to such indemnification or challenging any determination by the Reviewing Party or any aspect thereofExpense Advancement. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged within 120 days by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of DelawareIndemnitee. The remedy provided for in this Section 4 shall not be exclusive and shall be in addition to any other remedies available to Indemnitee at law or in equity.

Suit to Enforce Rights. If (a) In the event that (i) a determination is made pursuant to Section C.2 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section C.2(a) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section C.2(c) of this Agreement within 90 days after receipt by the time limitation Company of the request for such a determination set forth in Section 4(a)(i)indemnification, (iiiv) payment of indemnification is not made pursuant to Section B.2, Section B.3 or Section B.4 of this Agreement within 10 business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 4(a)(ii) B.1 or Section B.5 of this Agreement is not made within 10 business days after a determination has been made that the period permitted for such payment by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or (iv) unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee has not received the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication by a court of the Indemnitee’s entitlement to such indemnification or advancement of Expenses within the time period permitted for such advancement by Section 2(c), then Indemnitee shall have the right to enforce the indemnification rights granted under this Agreement by commencing litigation in the Chancery Court of the State of Delaware seeking a determination by the court or challenging any determination by the Reviewing Party or any aspect thereofExpenses. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will shall not oppose the Indemnitee’s right to seek any such adjudication adjudication. Unless the court determines that each of the material assertions made by the Indemnitee as a basis for such action was not made in arbitrationgood faith or was frivolous, the Indemnitee shall be entitled to be paid all court costs and reasonable expenses in connection with such proceeding. Any determination by the Reviewing Party Independent Counsel not challenged by the Indemnitee within 90 days of and any judgment entered by the date of the Reviewing Party’s determination court shall be conclusively binding on the Company and the Indemnitee. (b) In the event that a determination shall have been made pursuant to Section C.2(c) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section C.3 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not thereafter be subject prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to challenge. this Section C.3, the Company shall have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section C.2(c) of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section C.3, absent (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law. (d) The parties agree Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section C.3 that the procedures set forth and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of the Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify the Indemnitee against any and all Expenses and, if requested by the Indemnitee, shall (within 30 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to the Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, the Indemnitee is wholly successful on the underlying claims; if the Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent the Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater. (e) Notwithstanding anything in this Section 4 shall constitute Agreement to the sole and exclusive method for resolving any dispute regardingcontrary, or determinations made pursuant to, this Agreement, and that any litigation no determination as to enforce any rights arising entitlement of the Indemnitee to indemnification under this Agreement shall be filed solely in required to be made prior to the Chancery Court final disposition of the State of Delaware. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equityProceeding.

Suit to Enforce Rights. If In the event that (i) a determination is made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Indemnifiable Expenses is not timely made pursuant to Section 2(b) of this Agreement, (iii) except when the Reviewing Party is Independent Counsel pursuant to Section 3 hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) of this Agreement within thirty (30) days after receipt by the time limitation Company of Indemnitee’s written request for such a determination set forth in Section 4(a)(i)indemnification, (iiiv) if the Reviewing Party is Independent Counsel and no determination of entitlement to indemnification shall have been made pursuant to Section 4(a) hereof within sixty (60) days after receipt by the Company of Indemnitee’s written request for indemnification, or (v) payment of indemnification pursuant to Section 4(a)(ii) is not made by the Company within the period permitted for such payment ten (10) business days after a determination has been made by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement or (iv) Indemnitee has not received advancement of Expenses within the time period permitted for such advancement by Section 2(c)indemnification, then then, in each case, Indemnitee shall have the right be entitled to enforce the indemnification rights granted under this Agreement seek an adjudication by commencing litigation any court in the Chancery Court State of Oklahoma or the State of Delaware seeking a determination by the court having subject matter jurisdiction thereof relating to Indemnitee’s entitlement to such indemnification or challenging any determination by the Reviewing Party or any aspect thereofExpense Advancement. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged within sixty (60) days by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challenge. The parties agree that the procedures set forth in this Section 4 shall constitute the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of DelawareIndemnitee. The remedy provided for in this Section 4 shall not be exclusive and shall be in addition to any other remedies available to Indemnitee at law or in equity.

Suit to Enforce Rights. If (i) no determination Regardless of entitlement to indemnification shall have been made within the time limitation for such a determination set forth in Section 4(a)(i), (ii) payment of indemnification pursuant to Section 4(a)(ii) is not made within the period permitted for such payment any action by such section, (iii) the Reviewing Party determines pursuant to Section 4(a) that Indemnitee is not entitled to indemnification under this Agreement or (iv) Party, if Indemnitee has not received advancement of Expenses full indemnification within the time period permitted for such advancement by thirty (30) days after making a demand in accordance with Section 2(c4(a), then Indemnitee shall have the right to enforce the its indemnification rights granted under this Agreement by commencing litigation in any court in the Chancery Court State of California or the State of Delaware having subject matter jurisdiction thereof seeking a an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding and waives any defense to venue or jurisdiction. Alternatively, Indemnitee, at Indemnitee’s option, may seek an adjudication in arbitration with respect to the enforcement of Indemnitee’s rights under this Section 4(b) conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to such arbitration. The Company will not oppose Indemnitee’s right to seek any such adjudication in arbitrationproceeding. Any determination by the Reviewing Party not challenged by the Indemnitee within 90 days of the date of the Reviewing Party’s determination shall be conclusively binding on the Company and Indemnitee and shall not thereafter be subject to challengeIndemnitee. The parties agree Company shall be precluded from asserting in any such -31- proceeding that the procedures set forth and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in this Section 4 shall constitute any such court that the sole and exclusive method for resolving any dispute regarding, or determinations made pursuant to, Company is bound by all the provisions of this Agreement, and that any litigation to enforce any rights arising under this Agreement shall be filed solely in the Chancery Court of the State of Delaware. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. (c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. For purposes of any determination of good faith under any applicable standard of conduct, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of the preceding sentence shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. The knowledge and/or actions, or failure to act, or any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. 5.