Common use of Indemnification by a Court Clause in Contracts

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or 9.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.38.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 8.1 or 9.2Section 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 8.1 or Section 9.28.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX Section 8.4 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.38.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 8.1 or 9.2Section 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 8.1 or Section 9.28.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.310.4, and notwithstanding the absence of any determination thereunder, any director Director or officer Officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 10.2 or 9.2Section 10.3. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director Director or officer Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 10.2 or Section 9.210.3, as the case may be. Neither a contrary determination in the specific case under Section 9.3 10.4 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director Director or officer Officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX Section 10.6 shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director Director or officer Officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or 9.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 9.2 or Section 9.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.39.3 of this Article IX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware Nevada for indemnification to the extent otherwise permissible under Section Sections 9.1 or 9.2and 9.2 of this Article IX. The basis of such indemnification suchindemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 9.1 or Section 9.29.2 of this Article IX, as the case may be. Neither a contrary determination in the specific case under Section 9.3 of this Article IX nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX Section 9.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer orofficer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.38.3, and notwithstanding the absence of any determination thereunder, any director Member, Manager or officer of the Company may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or 9.2Sections 8.1 and 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director Member, Manager or officer of the Company is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section 9.1 8.1 or Section 9.28.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director Member, Manager or officer of the Company seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX Section 8.5 shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director Member, Manager or officer of the Company seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 9.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or 9.2. The basis of such indemnification by a court the Corporation shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2, as the case may be. Neither a contrary determination in the specific case under Section 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Article IX shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.