De Novo Trial. In the event that the Determining Body determines that Indemnitee is not entitled to indemnification pursuant to Article 6, any judicial proceeding commenced pursuant to Section 8.1 shall be conducted in all respects as a de novo trial on the merits, in which (i) Indemnitee shall not be prejudiced by reason of the Determining Body’s finding; and (ii) the Company shall bear the burden of proving that Indemnitee is not entitled to indemnification.
De Novo Trial. If the Indemnitee initiates legal proceedings to secure a judicial determination that the Indemnitee should be indemnified under this Agreement, under any other agreement or instrument between the Parties, under any Charter Document, or under applicable law, then the Parties expressly intend and agree that the question of the Indemnitee’s indemnification rights will be for the court to decide as a de novo trial on the merits, and the Indemnitee will not be prejudiced in any way because of any previous determination by the Reviewing Party or by any other person or entity.
