Common use of Defense to Indemnification Clause in Contracts

Defense to Indemnification. It shall be a defense to any action brought by the Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed.

Defense to Indemnification. 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 this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed.

Defense to Indemnification. 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 Expenses incurred in defending a Proceeding in advance of its final disposition) that the Indemnitee has not met the standards of conduct that make it is not permissible under this Agreement or applicable law the Delaware General Corporation Law for the Company to indemnify the Indemnitee for the amount claimed.