Common use of Indemnification by a Court Clause in Contracts

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3.12(c), and notwithstanding the absence of any determination thereunder, any Covered Person 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 3.12(a) or Section 3.12(b). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 3.12(a) or Section 3.12(b), as the case may be. Neither a contrary determination in the specific case under Section 3.12(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Covered Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 3.12(e) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Covered Person 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 3.12(c3.14(c), and notwithstanding the absence of any determination thereunder, any Covered Person 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 3.12(a3.14(a) or Section 3.12(b3.14(b). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Covered Person Director or Officer is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 3.12(a3.14(a) or Section 3.12(b3.14(b), as the case may be. Neither a contrary determination in the specific case under Section 3.12(c3.14(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Covered Person Director or Officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 3.12(e3.14(e) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Covered Person 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 3.12(c)9.3, and notwithstanding the absence of any determination thereunder, any Covered Person director, officer, employee or agent 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 3.12(a) 9.1 or Section 3.12(b)9.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Covered Person director, officer, employee or agent is proper in the circumstances because such Covered Person person has met the applicable standard of conduct set forth in Section 3.12(a) 9.1 or Section 3.12(b)9.2, as the case may be. Neither a contrary determination in the specific case under Section 3.12(c) 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Covered Person director, officer, employee or agent seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 3.12(e) Article IX shall be given to the Company Corporation promptly upon the filing of such application. If successful, in whole or in part, the Covered Person director, officer, employee or agent seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.