Common use of Defense to Indemnification, Burden of Proof, and Presumptions Clause in Contracts

Defense to Indemnification, Burden of Proof, and Presumptions. (i) To the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the Reviewing Party shall presume that an Indemnitee is entitled to indemnification (or payment of Expense Advances) under this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption. (ii) 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. (iii) For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

Defense to Indemnification, Burden of Proof, and Presumptions. (i) To the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the Reviewing Party shall presume that an Indemnitee the Executive is entitled to indemnification (or payment of Expense Advances) under this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption. (ii) . It shall be a defense to any action brought by Indemnitee the Executive against the Company to enforce this Agreement Annex A that it is not permissible under applicable law for the Company to indemnify Indemnitee the Executive for the amount claimed. (iii) . For purposes of this Agreement, the termination of any claim, action, suit, suit or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee the Executive did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

Defense to Indemnification, Burden of Proof, and Presumptions. (i) To When determining whether Indemnitee is entitled to indemnification, to the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or payment of Expense Advances) hereunder, the Reviewing Party shall presume that an Indemnitee has satisfied the applicable standard of conduct, including presuming that Indemnitee acted in good faith and in the best interests of the Enterprise, and shall presume that Indemnitee is entitled to indemnification (or payment of Expense Advances) under this Agreement, . This presumption shall only be overcome by clear and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumptionconvincing evidence. (ii) When determining whether Indemnitee is entitled to indemnification, to the maximum extent permitted by applicable law the Reviewing Party shall not presume that Indemnitee did not satisfy the applicable standard of conduct, regardless of, among other things, any judgment, conviction, or order in any Proceeding. (iii) 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 or advance the amount claimedsought. (iiiiv) For The knowledge or actions, or failures to act, of any other director, manager, officer, employee, trustee, fiduciary, or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

Defense to Indemnification, Burden of Proof, and Presumptions. (i) To the maximum extent permitted by applicable law in making a determination with respect to entitlement to indemnification (or payment advancement of Expense Advancesexpenses) hereunder, the Reviewing Party Company shall presume that an the Indemnitee is entitled to indemnification (or payment advancement of Expense Advancesexpenses) under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 2(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Reviewing Party of any determination contrary to that presumption. (ii) It shall be a defense to In connection with any action brought by as to whether the Indemnitee against is entitled to be indemnified hereunder, the Company burden of proving the Indemnitee is not entitled to enforce indemnification under this Agreement that it is not permissible under applicable law for shall be on the Company to indemnify Indemnitee for the amount claimedCompany. (iii) For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.