Common use of Permitted Defenses Clause in Contracts

Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Indemnitee has made an undertaking to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 9 hereof. Neither the failure of the Company (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company (including its Board, Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where Expenses pursuant to Section 6 hereof, provided that the Indemnitee has made an undertaking required documents have been tendered to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section Sections 4 and 9 hereof. Neither the failure of the Company (including its Board, Board of Directors) or an Independent Counsel or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delawarecircumstances, nor an actual determination by the Company (including its Board, Board of Directors) or an Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conductindemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise. In making any determination concerning Indemnitee’s right to indemnification, there shall be a presumption that Indemnitee has not met satisfied the applicable standard of conduct. Any determination by the Company concerning Indemnitee’s right to indemnification that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware.

Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Indemnitee has made an undertaking to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the General Corporation Law Nevada Revised Statutes of the State of Delaware Nevada for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 9 hereof. Neither the failure of the Company (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law Revised Statutes of the State of DelawareNevada, nor an actual determination by the Company (including its Board, Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where Expenses pursuant to Section 6 hereof, provided that the Indemnitee has made an undertaking required documents have been tendered to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section Sections 4 and 9 hereof. Neither the failure of the Company (including its Board, or an Independent Counsel or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delawarecircumstances, nor an actual determination by the Company (including its Board, or an Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conductindemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise. In making any determination concerning Indemnitee’s right to indemnification, there shall be a presumption that Indemnitee has not met satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any determination by the Company concerning Indemnitee’s right to indemnification that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware.

Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where Expenses pursuant to Section 6 hereof, provided that the Indemnitee has made an undertaking required documents have been tendered to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section Sections 4 and 9 hereof. Neither the failure of the Company (including its Board, Board of Directors) or an Independent Counsel or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delawarecircumstances, nor an actual determination by the Company (including its Board, Board of Directors) or an Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conductindemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise. In making any determination concerning Indemnitee’s right to indemnification, there shall be a presumption that Indemnitee has not met satisfied the applicable standard of conduct. Any determination by the Company concerning Ixxxxxxxxx’s right to indemnification that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware.