Common use of Court-Ordered Indemnification Clause in Contracts

Court-Ordered Indemnification. 8.1 Regardless of whether the Indemnitee has met the standards of conduct set forth in Sections 1, 2 or 3 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of Expenses or both to the court conducting any Proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholders) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada law, nor an actual Determination by the Corporation (including its Board, Independent Legal Counsel or shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Corporation.

Court-Ordered Indemnification. 8.1 9.1 Regardless of whether the Indemnitee has met the standards of conduct requirements set forth in Sections 1, 2 2, 3 or 3 4 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification (and/or reimbursement pursuant to Sections 4 or advancement of Expenses or both 13 hereto) to the court conducting any Proceeding proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancementreimbursement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 9.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant indemnification is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense hereunder shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada lawconduct, nor an actual Determination by the Corporation Company (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses expenses reasonably incurred in connection with establishing the Indemnitee’s his right to indemnification, in whole or in part, in connection with any Proceeding proceeding shall also be indemnified by the CorporationCompany.

Court-Ordered Indemnification. 8.1 9.1 Regardless of whether the Indemnitee has met the standards of conduct requirements set forth in Sections 1, 2 2, 3 or 3 4 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification (and/or reimbursement pursuant to Sections 4 or advancement of Expenses or both 13 hereto) to the court conducting any Proceeding proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancementreimbursement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 9.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant indemnification is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense hereunder shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada lawconduct, nor an actual Determination by the Corporation Company (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses 's expenses reasonably incurred in connection with establishing the Indemnitee’s his right to indemnification, in whole or in part, in connection with any Proceeding proceeding shall also be indemnified by the CorporationCompany.

Court-Ordered Indemnification. 8.1 9.1 Regardless of whether the Indemnitee has met the standards of conduct requirements set forth in Sections 1, 2 2, 3 or 3 4 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification (and/or reimbursement pursuant to Section 4 or advancement of Expenses or both 13 hereto to the court conducting any Proceeding proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancementreimbursement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 9.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant indemnification is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense hereunder shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada lawconduct, nor an actual Determination by the Corporation (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses 's expenses reasonably incurred in connection with establishing the Indemnitee’s his right to indemnification, in whole or in part, in connection with any Proceeding proceeding shall also be indemnified by the Corporation.

Court-Ordered Indemnification. 8.1 Regardless of whether the Indemnitee has met the standards of conduct set forth in Sections Section 1, Section 2 or Section 3 hereof, as the case may be, and notwithstanding the presence or absence of any Determination as to whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of Expenses or both to the court conducting any Proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Florida Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expensesExpenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholders) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada Florida law, nor an actual Determination by the Corporation (including its Board, Independent Legal Counsel or shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. . 8.3 The Indemnitee’s Expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Corporation.

Court-Ordered Indemnification. 8.1 Regardless Notwithstanding any other provision of whether the this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee has met the standards of conduct set forth in Sections 1, 2 or 3 hereof, and such notice as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of Expenses or both to the court conducting any Proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessaryshall require, may order indemnification of Indemnitee by the Trust in the following circumstances: (and/or advancementa) if it such court determines that Indemnitee is entitled to reimbursement for Expenses under Section 12-403 of the Statutory Trust Act (and Section 2-418(d)(1) of the MGCL), the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or (b) if such court determines that Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances circumstances, whether or not Indemnitee (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporationi) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholders) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard standards of conduct as required under Nevada lawSection 12-403 of the Statutory Trust Act (and Section 2-418(b) of the MGCL) or (ii) has been adjudged liable for receipt of an improper personal benefit under 2-418(e) of the MGCL, nor an actual Determination the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the Corporation (including its BoardMGCL; provided, Independent Legal Counsel or shareholders) however, that the Trust’s indemnification obligations to Indemnitee has not met such applicable standard of conduct, shall be a defense limited to such an action the Expenses actually and reasonably incurred by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct. The on Indemnitee’s Expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in partbehalf, in connection with any Proceeding shall also be indemnified by the CorporationTrust or in the Trust’s right or in which Indemnitee shall have been adjudged liable for receipt of an improper personal benefit under Section 2-418(e) of the MGCL.

Court-Ordered Indemnification. 8.1 Regardless of whether the Indemnitee has met the standards of conduct set forth in Sections 1, 2 or 3 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of Expenses expenses or both to the court conducting any Proceeding proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant indemnification is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense hereunder shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada lawconduct, nor an actual Determination by the Corporation (including its Board, Independent Legal Counsel or shareholdersBoard and independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in part, in connection with any Proceeding proceeding shall also be indemnified by the Corporation.

Court-Ordered Indemnification. 8.1 Regardless of whether the Indemnitee has met the standards of conduct set forth in Sections Section 1, Section 2 or Section 3 hereof, as the case may be, and notwithstanding the presence or absence of any Determination as to whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of Expenses or both to the court conducting any Proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or reimbursement) in view of all the relevant circumstances (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the Corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of Expenses. It shall be a defense to any such action that, under Nevada Florida Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Legal Counsel or shareholders) to have made a Determination prior to the commencement of such an action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under Nevada Florida law, nor an actual Determination by the Corporation (including its Board, Independent Legal Counsel or shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to such an action or create a presumption that Indemnitee has not met the applicable standard of conduct. . 8.3 The Indemnitee’s Expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Corporation.