Common use of Effect of Certain Resolutions Clause in Contracts

Effect of Certain Resolutions. Subject to the provisions of Section 11, 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 an adverse presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, subject to the provisions of Section 11, the termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Subject to the provisions of Section 11, neither Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable nor a determination by the Company that Indemnitee is not entitled to indemnification shall create an adverse a presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, subject to the provisions of Section 11, the termination of any Proceeding proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceedingProceeding, had reasonable cause to believe that the Indemnitee’s action was unlawful.