Common use of Effect of Certain Resolutions Clause in Contracts

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, or settlement, shall not create a presumption that Indemnitee did not meet the requisite standard of conduct under Maryland law. Indemnitee will be deemed to have acted in in accordance with the applicable standard of conduct if Indemnitee’s action is based on the records or books of account of the Company or Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the Board or the board of directors of the Enterprise, or on the advice of legal counsel for the Company or Enterprise or on information or records given in reports made to the Company or Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Company or Enterprise. The knowledge and or actions, or failure to act, of any director, officer, agent or employee of any of the Company or the Enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, or settlement, settlement shall not create a presumption that Indemnitee did not meet the requisite standard of conduct under Maryland law. Indemnitee will be deemed to have acted in in accordance with the applicable standard of conduct if Indemnitee’s action is based on the records or books of account of the Company or Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the Board or the board of directors of the Enterprise, or on the advice of legal counsel for the Company or Enterprise or on information or records given in reports made to the Company or Enterprise by an independent certified public accountant or by an appraiser or other expert or advisor selected by the Company or Enterprise. The knowledge and or actions, or failure to act, of any director, officer, agent or employee of any of the Company or the Enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.