Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 103 contracts
Samples: Agreement (DXC Technology Co), Indemnification Agreement (Allied Healthcare Products Inc), Indemnification Agreement (Matrix Service Co)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 60 contracts
Samples: Indemnification Agreement (Liberty Expedia Holdings, Inc.), Form of Indemnification Agreement (Liberty Expedia Holdings, Inc.), Form of Indemnification Agreement (CommerceHub, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 6 of this Agreement, to the extent permitted by law the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 30 contracts
Samples: Indemnification Agreement (Goodman Networks Inc), Indemnification Agreement (Viewcast Com Inc), Form of Indemnification Agreement (Matador Resources Co)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 7 of this Agreement, to the extent permitted by law the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 23 contracts
Samples: Indemnification Agreement (Brinker International, Inc), Indemnification Agreement (Trammell Crow Co), Indemnification Agreement (Trammell Crow Co)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the Reviewing Party or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish establish, by clear and convincing evidence, that Indemnitee is not so entitled.
Appears in 18 contracts
Samples: Employment Agreement (Wright Medical Group N.V.), Indemnification Agreement (Wright Medical Group N.V.), Employment Agreement (Wright Medical Group Inc)
Burden of Proof. In connection with any determination by the Reviewing Party pursuant to Section 3(a), or otherwise by a court of competent jurisdiction pursuant to Section 3(c) or otherwise, as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 16 contracts
Samples: Cooper Industries PLC, Indemnification Agreement (Belden Inc), Indemnification Agreement (Belden Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 13 contracts
Samples: Indemnification Agreement (Exegenics Inc), Form of Indemnification Agreement (Duraswitch Industries Inc), Indemnification Agreement (Exegenics Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party, court, any finder of fact or other relevant person shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish by clear and convincing evidence that the Indemnitee is not so entitled.
Appears in 12 contracts
Samples: Indemnification Agreement (Select Interior Concepts, Inc.), Indemnification Agreement (Patheon N.V.), Indemnification Agreement (Scynexis Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified or to contribution hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 11 contracts
Samples: Indemnification Agreement (Floor & Decor Holdings, Inc.), Indemnification Agreement (FDO Holdings, Inc.), Indemnification Agreement (FDO Holdings, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.
Appears in 8 contracts
Samples: Indemnification Agreement (Autocyte Inc), Indemnification Agreement (International Wire Group Inc), Indemnification Agreement (EPIX Pharmaceuticals, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party Party, any court or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party, court, any finder of fact or other relevant person shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative to establish establish, by clear and convincing evidence, that the Indemnitee is not so entitled.
Appears in 8 contracts
Samples: Indemnification Agreement (Guild Holdings Co), Form of Indemnification Agreement (SelectQuote, Inc.), Indemnification Agreement (Cadence Bancorporation)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 7 of this Agreement, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 8 contracts
Samples: Indemnification Agreement (Halsey J L Corp), Indemnification Agreement (Halsey J L Corp), Indemnification Agreement (Halsey J L Corp)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder or otherwise, the burden of proof shall be on the Company to establish prove by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 8 contracts
Samples: Indemnity Agreement (Liberty Media Acquisition Corp), Indemnification Agreement (Qurate Retail, Inc.), Indemnification Agreement (Gci Liberty, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party, court, or other finder of fact or appropriate Person shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, the burden of proof shall be on the Company (or its representative) to establish by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 7 contracts
Samples: Indemnification Agreement (SharkNinja, Inc.), Indemnification Agreement (DESRI Inc.), Indemnification Agreement (Healthcare Royalty, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company Companies to establish that Indemnitee is not so entitled.
Appears in 5 contracts
Samples: Indemnification Agreement (Mobile Storage Group Inc), Indemnification Agreement (Marquee Holdings Inc.), Indemnification Agreement (Mobile Storage Group Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish establish, by clear and convincing evidence, that Indemnitee is not so entitled.
Appears in 4 contracts
Samples: Director and Officer Indemnification Agreement (PGT Innovations, Inc.), Indemnification Agreement (Navistar International Corp), Indemnification Agreement (Navistar International Corp)
Burden of Proof. In connection with any determination by the Reviewing --------------- Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 4 contracts
Samples: Interest and Dividends, Form of Indemnity Agreement (Asa Holdings Inc), Form of Indemnity Agreement (Asa Holdings Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.. "
Appears in 4 contracts
Samples: Indemnification Agreement (Worldwide Web Networx Corp), Indemnification Agreement (Worldwide Web Networx Corp), Indemnification Agreement (Worldwide Web Networx Corp)
Burden of Proof. In connection with any determination by the a Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 4 contracts
Samples: Indemnification Agreement (Digi International Inc), Indemnification Agreement (Crocs, Inc.), Indemnification Agreement (Startek Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified or contribution hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 4 contracts
Samples: Indemnification Agreement (General Nutrition Centers Inc), Indemnification Agreement (Linens Holding Co.), Indemnification Agreement (Linens Holding Co.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the Reviewing Party or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish establish, by a preponderance of the evidence, that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Indemnification Agreement (DiaMedica Therapeutics Inc.), Indemnification Agreement (DiaMedica Therapeutics Inc.), Indemnification Agreement (DiaMedica Therapeutics Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as in any judicial proceeding to determine whether Indemnitee is entitled to be indemnified hereunder under any provisions of this Agreement or to receive contribution pursuant to Section 7 of this Agreement, to the extent permitted by law the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Indemnification Agreement (First Acceptance Corp /De/), Indemnification Agreement (First Acceptance Corp /De/), Indemnification Agreement (Liberte Investors Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under this Agreement, the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Director and Officer Indemnity Agreement (NTL Inc), Indemnity Agreement (Telewest Global Inc), Director and Officer Indemnity Agreement (NTL Inc)
Burden of Proof. In connection with any determination by the Reviewing Party Independent Legal Counsel or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Indemnification Agreement (Signature Group Holdings Inc), Indemnification Agreement (Fremont General Corp), Form of Indemnification Agreement (Fremont General Corp)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party or court will presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall will be on the Company to establish establish, by clear and convincing evidence, that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Indemnification Agreement (Vmware, Inc.), Form of Indemnification Agreement (Vmware, Inc.), Form of Indemnification Agreement (Vmware, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Form of Indemnification Agreement (Mantech International Corp), Indemnification Agreement (Global Defense Technology & Systems, Inc.), Indemnification Agreement (Global Defense Technology & Systems, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 3 contracts
Samples: Indemnification Agreement (Barnes & Noble Education, Inc.), Registration Rights Agreement (Barnes & Noble Inc), Indemnification Agreement (Barnes & Noble Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the Reviewing Party, or the court, or other finder of fact or appropriate Person shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Bowhead Specialty Holdings Inc.), Indemnification Agreement (Viking Holdings LTD)
Burden of Proof. In connection with any determination determination, by the a Reviewing Party or otherwise otherwise, as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Exult Inc), Indemnification Agreement (Eps Solutions Corp)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company Corporation to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Emerald Oil, Inc.), Securities Purchase Agreement (Emerald Oil, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company or any other person or entity challenging such right to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Krispy Kreme, Inc.), Indemnification Agreement (Duck Creek Technologies, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise Independent Legal Counsel, as applicable, or otherwise, as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Enservco Corp), Indemnification Agreement (Affiliate Investment, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the Reviewing Party, court, any finder of fact or other relevant person shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company (or any other person or entity disputing such conclusions) to establish establish, by clear and convincing evidence, that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Aircastle LTD), Indemnification Agreement (Aircastle LTD)
Burden of Proof. In connection with any determination by the --------------- Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Tci Satellite Entertainment Inc), Indemnification Agreement (Tci Satellite Entertainment Inc)
Burden of Proof. In connection with any determination by the a Reviewing Party or otherwise court of competent jurisdiction as to whether the Indemnitee is entitled to be indemnified hereunder the Reviewing Party or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish establish, by clear and convincing evidence, that the Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (Digital Domain Media Group, Inc.), Indemnification Agreement (Digital Domain)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company (or its representative) to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (LINE Corp), Indemnification Agreement (We Co.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee Ixxxxxxxxx is entitled to be indemnified hereunder or otherwise, the burden of proof shall be on the Company to establish prove by clear and convincing evidence that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Form of Indemnity Agreement (BKV Corp), Form of Indemnification Agreement (Atlanta Braves Holdings, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise a court as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 2 contracts
Samples: Indemnification Agreement (MGP Ingredients Inc), Indemnification Agreement (MGP Ingredients Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee Xxxxxxxxxx is entitled to be indemnified hereunder or otherwise, the burden of proof shall be on the Company to establish prove by clear and convincing evidence that Indemnitee is not so entitled. 8.
Appears in 1 contract
Samples: Active 700077825v5 Indemnification Agreement (Celsius Holdings, Inc.)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish establish, by clear and convincing evidence, that the Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the --------------- Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 7 of this Agreement, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder or to receive Expense Advances hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company and the burden of persuasion shall be by clear and convincing evidence, to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company Corporation to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Agreement (Electroscope Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 8 of this Agreement, the burden of proof shall be on the Company Corporation to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing --------------- Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Wavesplitter Technologies Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under this Agreement, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Director and Officer Indemnity Agreement (NTL Europe Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.
Appears in 1 contract
Samples: Indemnification Agreement (Talbert Medical Management Holdings Corp)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be is on the Company Corporation to establish that the Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.. "
Appears in 1 contract
Samples: Indemnification Agreement (Metropolis Realty Trust Inc)
Burden of Proof. In connection with any determination by the --------------- Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Petsmart Com Inc
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company Indemnitee to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Escrow Agreement (Microcap Fund Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof by clear and convincing evidence shall be on the Company Corporation to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Indemnification Agreement (Frederick's of Hollywood Group Inc /Ny/)
Burden of Proof. In connection with any determination by the Reviewing ---------------- Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: 2001 Employment Agreement (Western Gas Resources Inc)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as --------------- to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Indemnification Agreement (Aderis Pharmaceuticals Inc)
Burden of Proof. In connection with any determination by the --------------- Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company Bank Plus to establish that Indemnitee is not so entitled.
Appears in 1 contract
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified or to the advancement of expenses hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitledentitled to indemnification or advancement of expenses.
Appears in 1 contract
Samples: Agreement (Centrus Energy Corp)
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder under any provision of this Agreement or to receive contribution pursuant to Section 8 of this Agreement, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.
Appears in 1 contract
Samples: Indemnification Agreement (Phosphate Holdings, Inc.)
Burden of Proof. In connection with any determination by the a --------------- Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitledentitled to indemnification.
Appears in 1 contract
Samples: Indemnification Agreement (Aastrom Biosciences Inc)