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 thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (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, or (iv) Indemnitee has not received advancement of Expenses within thirty (30) calendar days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (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, or (iv) Indemnitee has not received advancement of Expenses within thirty (30) calendar days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (iix) payment of indemnification pursuant to Section 4(a4(a)(ii) is not made within thirty (30) calendar days after a determination has been made that Indemnitee is entitled to indemnificationthe 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, or (ivz) Indemnitee has not received advancement of Expenses within thirty (30) calendar days after making the time period permitted for such a request in accordance with advancement by Section 2(c), then Indemnitee shall have the right to enforce its the indemnification and Expense Advance advancement rights granted under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking an initial determination by the court or challenging any determination by determinationby the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary within six months of the date of the Reviewing Party's ’s determination shall be 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 be prejudiced by reason of the adverse determination under Section 4(a). The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or 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 thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (30) calendar days after a determination has been made that Indemnitee indemnification is entitled to indemnificationpermissible 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 thirty five (305) calendar business days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon seeking 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. Any determination by the Reviewing Party Independent Counsel not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing PartyIndependent Counsel's determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 is non-exclusive and shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty sixty (3060) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a2(a) is not made within thirty ten (3010) calendar days Business 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, (iv) payment of indemnification pursuant to Section 2(d) is not made within ten (10) Business Days after a written request therefor, or (ivv) Indemnitee has not received advancement of Expenses an Expense Advance within thirty Ten (3010) calendar days Business Days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its his indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other right and remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination Indemnitee has not received payment of entitlement to indemnification shall have been made Applicable Expenses within thirty (30) calendar days after Indemnitee has made a written demand on the Company for indemnification in accordance with Section 4(a), (ii) payment of indemnification pursuant to and no written determination, as described in Section 4(a) is not made has been provided by the Reviewing Party to the Company and Indemnitee, within such thirty (30) calendar days after days, (ii) a determination written adverse determination, as described in Section 4(a), has been made that Indemnitee is entitled to indemnification, (iii) provided by the Reviewing Party determines pursuant to Section 4(athe Company and Indemnitee within such thirty (30) that Indemnitee is not entitled to indemnification under this Agreementcalendar days, or (iviii) Indemnitee has not received advancement of Expenses an Expense Advance within thirty (30) calendar days after making such a request in accordance with Section 2(c2(b), then Indemnitee shall have the right to enforce its indemnification and rights or rights to an Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon seeking an initial 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 agrees to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in at law or in equity. In the event that a court issues an order or judgment in favor of Indemnitee in such proceeding, the Company shall have the right to stay the execution of such order or judgment pending an appeal if the Company files a timely appeal of such order or judgment and complies with all requirements including, without limitation, the posting of any required bond, to stay such execution.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty twenty (3020) calendar days after Indemnitee has made a demand in accordance with Section 4(a3(a), (ii) payment of indemnification pursuant to Section 4(a3(a) is not made within thirty twenty (3020) calendar days after a determination has been made that Indemnitee is entitled to indemnification, (iii) the Reviewing Party determines pursuant to Section 4(a3(a) that Indemnitee is not entitled to indemnification under this Agreement, or (iv) Indemnitee has not received advancement of Expenses within thirty twenty (3020) calendar days after making such a request in accordance with Section 2(c1(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 3 shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty ninety (3090) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a2(a) is not made within thirty fifteen (3015) calendar days Business 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, (iv) payment of indemnification pursuant to Section 2(d) is not made within ten (10) Business Days after a written request therefor, or (ivv) Indemnitee has not received advancement of Expenses an Expense Advance within thirty fifteen (3015) calendar days Business Days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its his indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other right and remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (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, or (iv) Indemnitee has not received advancement of Expenses within thirty (30) calendar days after making such a request in accordance with Section 2(c2(b), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company Corporation hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company Corporation and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If Regardless of any action by the Reviewing Party, if (i) no determination of entitlement to indemnification shall have been made within thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (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, or (iv) Indemnitee has not received advancement of Expenses within thirty (30) calendar days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon Delaware seeking 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. Any determination by the Reviewing Party not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's ’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity.

Suit to Enforce Rights. If (i) no determination of entitlement to indemnification shall have been made within thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a4(b), (ii) payment of indemnification pursuant to Section 4(a4(b) is not made within thirty (30) calendar days after a determination has been made that Indemnitee is entitled to indemnification, (iii) the Reviewing Party determines pursuant to Section 4(aStandard of Conduct Determination (as hereinafter defined) indicates that Indemnitee is not entitled to indemnification under this Agreement, or (iv) Indemnitee has not received advancement of Expenses an Expense Advance within thirty (30) calendar days after making such a request demand in accordance with Section 2(c4(a), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon accordance with Section 16(b) seeking an initial determination by the court or challenging any determination by the Reviewing Party Standard of Conduct Determination or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party Standard of Conduct Determination not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's determination such Standard of Conduct Determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or 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 thirty (30) calendar days after Indemnitee has made a demand in accordance with Section 4(a), (ii) payment of indemnification pursuant to Section 4(a) is not made within thirty (30) calendar days after a determination has been made that Indemnitee indemnification is entitled to indemnificationpermissible 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 thirty five (305) calendar business days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right to enforce its indemnification and Expense Advance rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of Oregon seeking 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. Any determination by the Reviewing Party Independent Counsel not challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party's Independent Counsel’s determination shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 is non-exclusive and shall be in addition to any other remedies available to Indemnitee in law or equity.