Common use of Indemnification by a Court Clause in Contracts

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.4, and notwithstanding the absence of any determination thereunder, any Member, officer, employee or agent may apply to any court of competent jurisdiction for indemnification to the extent otherwise permissible under Delaware Law or this Article VII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Member, officer, employee or agent is proper in the circumstances because it is permitted under the provisions of the Delaware Law, or the Member, officer, employee or agent has met the applicable standards of conduct set forth in Section 7.5 or Section 7.6, as the case may be. Notice of any application for indemnification pursuant to this Section 7.9 shall be given to the Company promptly upon the filing of such application.