Common use of COMPANY DEFENSES Clause in Contracts

COMPANY DEFENSES. 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 this Agreement or applicable law, for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action, the burden of proving such a defense shall be on the Company. The failure of a Reviewing Party to have made an Indemnification Determination (as defined below) before the commencement of such action by Indemnitee that indemnification is proper under the circumstances shall not be a defense to the action. For purposes of this Agreement, the termination of any Indemnifiable Event by judgment, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent (a "Termination Event"), shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court had determined that indemnification is not permitted by applicable law.

COMPANY DEFENSES. 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 this Agreement or applicable law, for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action, the burden of proving such a defense shall be on the Company. The failure of a Reviewing Party to have made an Indemnification Determination (as defined below) before the commencement of such action by Indemnitee that indemnification is proper under the circumstances shall not be a defense to the action. For purposes of this Agreement, the termination of any Indemnifiable Event by judgment, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent (a "“Termination Event"”), shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court had determined that indemnification is not permitted by applicable law.