Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Failure to Act Not a Defense. Neither the failure of the Company (including by its directors, committee members, shareholders or any Independent Counsel) to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company (including by its directors, committee members, shareholders or any Independent Counsel) that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense in any action brought under Section 11 hereof to the Indemnitee’s claim for indemnification or Expense Advance or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Failure to Act Not a Defense. Neither the failure of the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the indemnification of Indemnifiable Amounts, nor an actual determination by the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel or the Company’s stockholders) concerning the permissibility of the indemnification of Indemnifiable Amounts, shall be a defense in any judicial proceeding or arbitration initiated under Section 11(a) of this Agreement, and neither shall create a presumption that such indemnification is not permissible under this Agreement.
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or
Failure to Act Not a Defense. The failure of the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the indemnification of Indemnifiable Amounts, nor an actual determination by the Company (including, without limitation, the Board of Directors or any committee thereof, independent legal counsel or stockholders) concerning the permissibility of the indemnification of Indemnifiable Amounts, shall not be a defense in any action brought under Section 11(a) above, and shall not create a presumption that such indemnification is not permissible hereunder.
Failure to Act Not a Defense. The failure of Cardtronics Delaware (including its board of directors or any committee thereof, Independent Counsel or stockholders) to make a determination as to the entitlement of Indemnitee to indemnification under this Agreement shall not be a defense in any action brought under Section 11(a) and shall not create a presumption that such payment or advancement is not permissible.
