Common use of De Novo Review if Prior Adverse Determination Clause in Contracts

De Novo Review if Prior Adverse Determination. In the event that a determination is made pursuant to ARTICLE 6 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this ARTICLE 8 will be conducted in all respects as a DE NOVO trial or arbitration, as applicable, on the merits and Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this ARTICLE 8, Indemnitee will be presumed to be entitled to indemnification under this Agreement, the Company will have the burden of proving Indemnitee is not entitled to indemnification and the Company may not refer to or introduce evidence of any determination pursuant to ARTICLE 6 adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this ARTICLE 8, Indemnitee will not be required to reimburse the Company for any Expense Advance made pursuant to ARTICLE 4 until a final determination is made with respect to Indemnitee's entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

De Novo Review if Prior Adverse Determination. In Except in the circumstances set forth in Section 2.4 (a), in the event that a determination is made pursuant to ARTICLE 6 Article 5 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this ARTICLE 8 Article 7 will be conducted in all respects as a DE NOVO de novo trial or arbitration, as applicable, on the merits and Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this ARTICLE 8Article 7, Indemnitee will be presumed to be entitled to indemnification under this Agreement, the Company Corporation will have the burden of proving Indemnitee is not entitled to indemnification and the Company Corporation may not refer to or introduce evidence of any determination pursuant to ARTICLE 6 Article 5 adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this ARTICLE 8Article 7, Indemnitee will not be required to reimburse the Company Corporation for any Expense Advance made pursuant to ARTICLE 4 Article 3 until a final determination is made with respect to Indemnitee's ’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

De Novo Review if Prior Adverse Determination. In the event that a determination is made pursuant to ARTICLE Article 6 that Indemnitee is not entitled to indemnificationindemnification or contribution, any judicial proceeding or arbitration commenced pursuant to this ARTICLE Article 8 will be conducted in all respects as a DE NOVO de novo trial or arbitration, as applicable, on the merits and Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this ARTICLE Article 8, Indemnitee will be presumed to be entitled to indemnification and/or contribution under this Agreement, the Company will have the burden of proving Indemnitee is not entitled to indemnification or contribution and the Company may not refer to or introduce evidence of any determination pursuant to ARTICLE Article 6 adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this ARTICLE Article 8, Indemnitee will not be required to reimburse the Company for any Expense Advance made pursuant to ARTICLE Article 4 until a final determination is made with respect to Indemnitee's entitlement to indemnification and/or contribution (as to which all rights of appeal have been exhausted or lapsed).