No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 64 contracts
Samples: Indemnification Agreement (Liberty Interactive Corp), Employment Agreement (Western Gas Resources Inc), Employment Agreement (Western Gas Resources Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law Section 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 49 contracts
Samples: Indemnity Agreement (Laffin Acquisition Corp.), Indemnity Agreement (Velo3D, Inc.), Onto Innovation (Onto Innovation Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 30 contracts
Samples: Indemnification Agreement (Duck Creek Technologies, Inc.), Form of Indemnification Agreement (BeyondSpring Inc.), Form of Indemnification Agreement (Liberty Expedia Holdings, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenderecontendre, or its equivalent, shall not create a presumption that Indemnitee the Indemnified Party did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification or advancement of Expenses by the Company is not permitted hereunder or by applicable law. In addition, neither the failure absence of the Reviewing Party to have made a determination Determination as to whether Indemnitee Indemnified Party has met any particular standard of conduct or had any particular belief, nor an actual determination by belief or the Reviewing existence of a Determination that Indemnified Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee Indemnified Party to secure a judicial determination an Adjudication that Indemnitee Indemnified Party should be indemnified or advanced or reimbursed Expenses hereunder or under applicable law law, shall be a defense to IndemniteeIndemnified Party's claim or create a presumption that Indemnitee Indemnified Party has not met any particular standard of conduct or did not have any particular belief.
Appears in 23 contracts
Samples: Indemnification Agreement (Oakley Inc), Indemnification Agreement (Oakley Inc), Indemnification Agreement (Oakley Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party or one of the decision makers described in Section 6(b) to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company including a determination pursuant to Section 6(b), or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law Section 6(b) or 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 13 contracts
Samples: Indemnity Agreement (Nimble Storage Inc), Indemnity Agreement (Presbia PLC), Indemnification Agreement (Capricor Therapeutics, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Proceeding against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law belief shall be a defense to Indemnitee's claim ’s Proceeding for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief shall be a defense to Indemnitee’s Proceeding for indemnification or create a presumption that Indemnitee has not a met any particular standard of conduct or did not have a particular belief.
Appears in 13 contracts
Samples: Indemnity Agreement (Copa Holdings, S.A.), Director Indemnity Agreement, Director Indemnity Agreement (Overseas Shipholding Group Inc)
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 10 contracts
Samples: Form Of (City Ventures, Inc.), Indemnification Agreement (GNC Holdings, Inc.), Indemnification Agreement (GNC Holdings, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Proceeding against the Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party 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 Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law belief shall be a defense to the Indemnitee's claim ’s Proceeding for indemnification or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 9 contracts
Samples: Director and Officer Indemnity Agreement (OSG America L.P.), Director and Officer Indemnity Agreement (OSG America L.P.), Director and Officer Indemnity Agreement (OSG America L.P.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party 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 Reviewing Party that the Indemnitee has had 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 law, shall be a defense to the Indemnitee's ’s claim or create a presumption that the Indemnitee has had not met any particular standard of conduct or did not have any particular belief.
Appears in 6 contracts
Samples: Indemnification Agreement (Nobao Renewable Energy Holdings LTD), Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Shareholders Agreement (Nobao Renewable Energy Holdings LTD)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party Company to have made a determination as to whether that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met any particular the applicable standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party Company that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim for indemnification or advancement of expenses under this Agreement or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. The scope of the Company’s indemnification of Indemnitee is that set forth in Section 1 of this Agreement, and nothing in this Section 8(b) shall be deemed to expand such scope.
Appears in 6 contracts
Samples: Indemnification Agreement (Zap Com Corp), Indemnification Agreement (Zapata Corp), Indemnification Agreement (Zap Com Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 6 contracts
Samples: Indemnification Agreement (Trinity Industries Inc), Indemnification Agreement (Life Partners Holdings Inc), Indemnification Agreement (Perot Systems Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, by itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law Section 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 5 contracts
Samples: Indemnification Agreement (Intapp, Inc.), Employment Agreement (Qualtrics International Inc.), Employment Agreement (Qualtrics International Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingClaim, by judgment, order, settlement (whether with or without court approval) conviction, or convictionotherwise, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 5 contracts
Samples: Form of Indemnity Agreement (BKV Corp), Form of Indemnification Agreement (Atlanta Braves Holdings, Inc.), Indemnity Agreement (Liberty Media Acquisition Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification or advancement of Expenses is prohibited or not permitted by applicable law. In addition, neither the failure of the Reviewing Party 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 Reviewing Party 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 law, shall be a defense to the Indemnitee's ’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnity Agreement (Zix Corp), Indemnity Agreement (Zix Corp), Indemnity Agreement (Zix Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Liberty Global, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the a Reviewing Party 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 a Reviewing Party 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 to the Indemnitee's claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnification Agreement (Worldwide Web Networx Corp), Indemnification Agreement (Worldwide Web Networx Corp), Indemnification Agreement (Worldwide Web Networx Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met mat such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnification Agreement (Western Gas Resources Inc), Indemnification Agreement (Western Gas Resources Inc), Indemnification Agreement (Western Gas Resources Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Independent Non-Party Directors or Independent Legal Counsel, as applicable, to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Independent Non-Party Directors or Independent Legal Counsel, as applicable, that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc)
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceedingClaim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim ’s Claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 4 contracts
Samples: Indemnification Agreement (Floor & Decor Holdings, Inc.), Indemnification Agreement (FDO Holdings, Inc.), Indemnification Agreement (FDO Holdings, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party 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 or a Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by the Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising the Indemnitee’s rights under applicable law Section 7 of this Agreement shall be a defense to the Indemnitee's ’s claim or create a presumption that the Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 3 contracts
Samples: Indemnification Agreement (Dexcom Inc), Indemnification Agreement (Dexcom Inc), Indemnification Agreement (Symantec Corp)
No Presumptions. For purposes of this Agreement, the termination of --------------- any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Bank Plus Corp), Form of Indemnification Agreement (Wavesplitter Technologies Inc), Petsmart Com Inc
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere), or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party Company (including its Board of Directors or Independent Legal Counsel) to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party Company (including its Board of Directors or Independent Legal Counsel) that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Konover Property Trust Inc), Indemnification Agreement (Konover Property Trust Inc), Indemnification Agreement (Konover Property Trust Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, proceeding against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party Company to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party Company that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Western Midstream Operating, LP), Form of Indemnification Agreement (Western Gas Equity Partners, LP), Indemnification Agreement (Western Gas Partners LP)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such 6 belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Spanish Broadcasting System Inc), Indemnification Agreement (Spanish Broadcasting System Inc), Indemnification Agreement (Spanish Broadcasting System Inc)
No Presumptions. For purposes of this Indemnification Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Checkers Drive in Restaurants Inc /De), Indemnification Agreement (Vision Twenty One Inc), Indemnification Agreement (Coast Dental Services Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party Independent Legal Counsel to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party Independent Legal Counsel that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 3 contracts
Samples: Indemnification Agreement (Signature Group Holdings Inc), Indemnification Agreement (Fremont General Corp), Form of Indemnification Agreement (Fremont General Corp)
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement Claim (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Officer Indemnification Agreement (GNC Holdings, Inc.), Director Indemnification Agreement (GNC Holdings, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification Indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: 2001 Employment Agreement (Western Gas Resources Inc), 2001 Employment Agreement (Western Gas Resources Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Indemnity Agreement (Telewest Global Inc), Director and Officer Indemnity Agreement (NTL Europe Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Indemnification Agreement (Liberty Media International Inc), Indemnification Agreement (Liberty Media International Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor not an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Indemnification Agreement (Unitedglobalcom Inc), Indemnification Agreement (Unitedglobalcom Inc)
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Indemnification Agreement (Cherokee International Corp), Indemnification Agreement (Infrasource Services Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Proceeding against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law belief shall be a defense to Indemnitee's claim Proceeding for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief shall be a defense to Indemnitee's Proceeding for indemnification or create a presumption that Indemnitee has not a met any particular standard of conduct or did not have a particular belief.
Appears in 2 contracts
Samples: Officer Indemnity Agreement (Open Solutions Inc), Director Indemnity Agreement (Copa Holdings, S.A.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law 7(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 2 contracts
Samples: Indemnity Agreement (Transforma Acquisition Group Inc.), Indemnity Agreement (Transforma Acquisition Group Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim for indemnification or reimbursement or advance payment of Expenses hereunder by the Company, or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular beliefbelief or is otherwise not entitled to indemnification hereunder.
Appears in 2 contracts
Samples: Indemnity Agreement of Officer (Interface Inc), Indemnity Agreement of Director (Interface Inc)
No Presumptions. For purposes of this Agreement, the termination of any --------------- claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Interest and Dividends, Merrill Lynch & Co Inc
No Presumptions. For purposes of this Agreement, except as otherwise expressly provided herein, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Sections 7 or 9(g) of this Agreement that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 2 contracts
Samples: Indemnity Agreement (Hanmi Financial Corp), Indemnity Agreement (Hanmi Financial Corp)
No Presumptions. For purposes of this Agreement, the termination of any --------------- claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Form of Indemnity Agreement (Asa Holdings Inc), Form of Indemnity Agreement (Asa Holdings Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Director and Officer Indemnity Agreement (NTL Inc), Director and Officer Indemnity Agreement (NTL Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company, or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 2 contracts
Samples: Executive Employment Agreement (ShoreTel Inc), Indemnity Agreement (ShoreTel Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law this Agreement shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 2 contracts
Samples: Indemnification Agreement (Gentek Inc), Indemnification Agreement (Gentek Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenderecontenders, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Computer Vision Systems Laboratories Corp.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee's rights under Sections 7 or 9(g) of this Agreement that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings proceed ings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Kansas City Power & Light Co)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawhereunder. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Emergency Medical Services L.P.)
No Presumptions. For purposes of this Agreement, the --------------- termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or did have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither Neither the failure of the a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law as contemplated in Section 2(c), shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Aastrom Biosciences Inc)
No Presumptions. For purposes of this Agreement, the termination of any ---------------- claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: 2001 Employment Agreement (Western Gas Resources Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingClaim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenderecontenders, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the The termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalentequivalent shall not, shall not of itself, create a presumption that Indemnitee did not meet any particular standard act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of conduct or have any particular belief the Company or that a court has determined Indemnitee had reasonable cause to believe that indemnification is not permitted by applicable lawIndemnitee's conduct was unlawful. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenderecontender, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.,
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. The Company hereby waives any collateral estoppel effect that any such judgment, order, settlement or conviction may have with respect to Indemnitee.
Appears in 1 contract
Samples: Indemnification Agreement (Vyyo Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with with. or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In In. addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such such. belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (CHINA MOBILITY SOLUTIONS, INC. (Formerly Xin Net Corp.))
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party 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 Reviewing Party 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 to the Indemnitee's claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Talbert Medical Management Holdings Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.a
Appears in 1 contract
Samples: Indemnification Agreement (Usec Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party Independent Counsel to have made a determination as to whether Indemnitee has met any particular standard of or conduct or had any particular belief, nor or an actual determination by the Reviewing Party Independent Counsel that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Hercules Offshore, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Verigy US or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Verigy US or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Sections 7 or 9(g) of this Agreement that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
Samples: Indemnity Agreement (Verigy Ltd.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party or Independent Legal Counsel, as applicable, to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party or Independent Legal Counsel, as applicable, that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination or conclusion of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Reviewing Party Company to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law Section 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim ’s Claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.to
Appears in 1 contract
Samples: Form of Indemnification Agreement (Spanish Broadcasting System Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to or one of the decision makers described in Section 6(b)to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company including a determination pursuant to Section 6(b), or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law Section 6(b) or 8(e) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
Samples: Indemnity Agreement (King Digital Entertainment PLC)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contenderecontenders, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Mobile Storage Group Inc)
No Presumptions. (a) For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement commence-ment of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Agreement (Centrus Energy Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of or conduct or had any particular belief, nor or an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Erc Industries Inc /De/)
No Presumptions. For purposes of this Agreement, the The termination of any claim, action, suit or proceeding, proceeding by judgment, order, settlement (whether with or without court approval) or settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalentequivalent shall not, shall not of itself, create a presumption that Indemnitee did not meet any particular standard act in good faith and in a manner which Indemnitee reasonably believed to be in the best interests of conduct or have any particular belief the Company or that a court has determined Indemnitee had reasonable cause to believe that indemnification is not permitted by applicable lawIndemnitee’s conduct was unlawful. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendereno contenders, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Carpenter Technology Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingClaim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawDelaware Law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law Delaware Law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Piper Jaffray Companies)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee Indemnified Party did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee Indemnified Party has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee Indemnified Party has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee Indemnified Party to secure a judicial determination that Indemnitee Indemnified Party should be indemnified under applicable law shall be a defense to Indemnitee's Indemnified Party’s claim or create a presumption that Indemnitee Indemnified Party has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this AgreementAgreement (except as provided in section 2), the termination of any claim, action, suit or proceeding, Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon on a plea of nolo contendere, contendere or its equivalent, shall will not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In additionBefore any commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, neither (a) the failure of the Reviewing Party to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor (b) an actual determination by the Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall will be a defense to the Indemnitee's claim or ’s Claim nor will it create a presumption that the Indemnitee has not met any particular standard of conduct or did not have has any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim against Indemnitee by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim Claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnity Agreement (NTL Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified by exercising Indemnitee’s rights under applicable law 8(d) of this Agreement shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
Samples: Indemnity Agreement (Aeluma, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable lawlaw or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law belief shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met failed to meet any particular standard of conduct or did not have any particular beliefbelief or is not entitled to indemnification under applicable law or otherwise.
Appears in 1 contract
Samples: Indemnity Agreement (Smartsheet Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingProceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of Reviewing Directors or a committee thereof or Independent Counsel, as the Reviewing Party case may be, to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal any proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall not be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Bally Total Fitness Holding Corp)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnity Agreement (21st Century Telecom Services, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal arbitration proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, ,nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Metropolis Realty Trust Inc)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party or Independent Legal Counsel, as applicable, to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party or Independent Legal Counsel, as applicable, that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under under, applicable law law, shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Indemnification Agreement (Affiliate Investment, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceedingClaim, by judgment, order, settlement (whether with or without court approval) conviction, or convictionotherwise, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's ’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. 9.
Appears in 1 contract
Samples: Active 700077825v5 Indemnification Agreement (Celsius Holdings, Inc.)
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, order or settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. For purposes of this Agreement, the termination of any claim, action, suit or proceeding by conviction or upon a plea of nolo contendere, or its equivalent, shall create a rebuttable presumption that Indemnitee did not meet the particular standard of conduct required by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim such proceeding or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.
Appears in 1 contract
Samples: Escrow Agreement (Microcap Fund Inc)