Common use of Indemnitee’s Entitlement to Indemnification Clause in Contracts

Indemnitee’s Entitlement to Indemnification. Indemnitee shall be entitled to the presumption that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided that, if applicable, the notification provisions of Section 8(a) have been satisfied, and the Company shall have the burden of proving by a preponderance of the evidence that Indemnitee has not satisfied the applicable standard of conduct and is not entitled to indemnification. No determination by the Company (including by its Disinterested Directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

Indemnitee’s Entitlement to Indemnification. Indemnitee shall be entitled to the presumption that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided that, if applicable, the notification provisions of Section 8(a) have been satisfied, and the Company shall have the burden of proving by a preponderance of the evidence that Indemnitee has not satisfied the applicable standard of conduct and is not entitled to indemnification. No determination by the Company (including by its Disinterested Directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall in and of itself be dispositive in (but may be used as a defense to to) any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

Indemnitee’s Entitlement to Indemnification. Indemnitee In making any Standard of Conduct Determination, the person or persons making such determination shall be entitled to the presumption presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided that, if applicable, the notification provisions of Section 8(a) have been satisfiedindemnification, and the Company shall have the burden of proving by a preponderance of the evidence proof to overcome that presumption and establish that Indemnitee has not satisfied the applicable standard of conduct and is not entitled so entitled. Any Standard of Conduct Determination that is adverse to indemnificationIndemnitee may be challenged by the Indemnitee in the Delaware Court. Any judicial proceeding or arbitration commenced pursuant to this Section 9(f) will be conducted in all respects as a de novo review on the merits and Indemnitee will not be prejudiced by reason of any adverse determination. No determination by the Company (including by its Disinterested Directors directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

Indemnitee’s Entitlement to Indemnification. If a determination is made pursuant to Section 9(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, then Indemnitee may petition the Court of Chancery of the State of Delaware to adjudicate Indemnitee’s entitlement to such indemnification or advancements due hereunder. CCO shall pay any and all Expenses reasonably incurred by or on behalf of Indemnitee in connection with the investigation and resolution of such issues, and Indemnitee shall be entitled to the presumption have such Expenses advanced by CCO in accordance with Section 8 of this Agreement. If a determination is made pursuant to Section 9(c) of this Agreement that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided thatunder this Agreement, if applicablethen CCO shall be bound by such determination, the notification provisions of Section 8(a) have been satisfied, and the Company shall have the burden of proving by a preponderance of the evidence that Indemnitee has not satisfied the applicable standard of conduct and is not entitled to indemnificationincluding in any Proceeding. No determination by the Company CCO (including by its Disinterested Directors directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings Proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company CCO hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

Indemnitee’s Entitlement to Indemnification. Indemnitee shall be entitled In making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall, to the presumption fullest extent not prohibited by applicable law, presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided that, under this Agreement if applicable, the notification provisions Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of Section 8(a) have been satisfiedthis Agreement, and the Company shall shall, to the fullest extent not prohibited by applicable law, have the burden of proving by a preponderance proof to overcome that presumption and establish that Indemnitee is not so entitled. Neither the failure of the evidence Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has not satisfied met the applicable standard of conduct and is not entitled to indemnification. No conduct, nor an actual determination by the Company (including by its Disinterested Directors directors or any Independent Counsel) that Indemnitee has not satisfied any met such applicable standard of conduct may conduct, shall be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any the applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

Indemnitee’s Entitlement to Indemnification. Indemnitee In making any Standard of Conduct Determination, the person or persons making such determination shall be entitled to the presumption presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification provided that, if applicable, the notification provisions of Section 8(a) have been satisfiedindemnification, and the Company shall have the burden of proving proof to overcome that presumption and establish that Indemnitee is not so entitled. Subject to Section 8(f)(ii), any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by a preponderance the Indemnitee in the Delaware Court unless otherwise required by the law of the evidence state in which the Indemnitee primarily resides and works. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has not satisfied met the applicable standard of conduct and is not entitled to indemnification. No conduct, nor determination by the Company (including by its Disinterested Directors directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. The termination of any Claim by judgment, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere, or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.