Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 160 contracts
Samples: Indemnification Agreement (Click Holdings Ltd.), Indemnification Agreement (Powell Max LTD), Indemnification Agreement (Rise Smart Group Holdings LTD)
Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by the Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 22 contracts
Samples: Indemnification Agreement (Vado Corp.), Indemnification Agreement (Vado Corp.), Employment Agreement (Enviro Technologies U.S., Inc.)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 13 contracts
Samples: Indemnification Agreement (Mega Matrix Corp.), Indemnification Agreement (Tellurian Inc. /De/), Indemnification Agreement (Tellurian Inc. /De/)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final dispositiondisposition by final adjudication to which there are no further rights of appeal) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 6 contracts
Samples: Form of Indemnification Agreement (Stagwell Inc), Indemnification Agreement (Elicio Therapeutics, Inc.), Indemnification Agreement (HS Spinco, Inc.)
Defense to Indemnification and Burden of Proof. 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 Indemnifiable Losses incurred in defending against a Claim related to an Indemnifiable Event Claim in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 4 contracts
Samples: Director and Officer Indemnification Agreement (Crestwood Midstream Partners LP), Director and Officer Indemnification Agreement (Crestwood Equity Partners LP), Director and Officer Indemnification Agreement (Crestwood Equity Partners LP)
Defense to Indemnification and Burden of Proof. 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 Proceeding for Losses incurred in defending against a Claim Proceeding related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 4 contracts
Samples: Indemnification Agreement (Dynatronics Corp), Indemnification Agreement (Dynatronics Corp), Indemnification Agreement (Dynatronics Corp)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard determination as to whether any applicable standard of Conduct Determinationconduct has been met, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 3 contracts
Samples: Indemnification Agreement (Hooper Holmes Inc), Indemnification Agreement (Cover All Technologies Inc), Indemnification Agreement (Hooper Holmes Inc)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify indemnify, or reimburse Expenses by the Company to, Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (VASO Corp), Indemnification Agreement (Achari Ventures Holdings Corp. I)
Defense to Indemnification and Burden of Proof. It shall will be a defense to any action brought by Indemnitee against the Company Corporation to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim Proceeding related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the Corporation will have the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Companyconduct.
Appears in 2 contracts
Samples: Indemnification Agreement (NTN Buzztime Inc), Indemnification Agreement (NTN Buzztime Inc)
Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company Corporation to enforce this Agreement (other than an action brought to enforce a claim for Losses Liabilities incurred in defending against a Claim Proceeding related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the CompanyCorporation.
Appears in 2 contracts
Samples: Indemnification Agreement (Artivion, Inc.), Indemnification Agreement (Artivion, Inc.)
Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed). In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Longeveron LLC), Indemnification Agreement (Dicks Sporting Goods Inc)
Defense to Indemnification and Burden of Proof. 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 Losses Expenses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Beacon Roofing Supply Inc), Indemnity Agreement (Texas New Mexico Power Co)
Defense to Indemnification and Burden of Proof. 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 Losses the advancement of Expenses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Roper Technologies Inc), Indemnification Agreement (Roper Technologies Inc)
Defense to Indemnification and Burden of Proof. It shall will 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 Losses Expenses or Other Liabilities incurred in defending against a Claim related to an Indemnifiable Event Proceeding in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall will be on the Company.
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Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.. β
Appears in 1 contract
Samples: Indemnification Agreement (Monogram Orthopaedics Inc)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event Claim in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
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Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by the Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
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Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company Corporation to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim an Action related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the CompanyCorporation.
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Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
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Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the CompanyCompany and the Company may not refer to or introduce evidence of any determination pursuant to Section 9 adverse to Indemnitee for any purpose.
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Defense to Indemnification and Burden of Proof. It shall will be a defense to any action brought by Indemnitee against the Company Corporation to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall will be on the CompanyCorporation.
Appears in 1 contract
Samples: Indemnification Agreement (Sensus Healthcare, Inc.)
Defense to Indemnification and Burden of Proof. 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 Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to Exhibit 99.1 indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Appears in 1 contract
Samples: Indemnification Agreement (Kulicke & Soffa Industries Inc)