If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking a ruling by the court or challenging any such Determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 17 , the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any Determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.