Common use of Presumptions and Effects of Certain Proceedings Clause in Contracts

Presumptions and Effects of Certain Proceedings. (a) In making a determination with respect to entitlement to Indemnification or other rights under this Agreement, the person, persons or entity making such determination shall presume that Indemnitee is entitled to Indemnification or such other rights under this Agreement and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to the presumption. Neither the failure of the Company (including by its Board of Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that Indemnification is proper, or other rights are available, in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Board of Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions and Effects of Certain Proceedings. (a) In making a determination with respect to entitlement to Indemnification or other rights under this Agreementindemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to Indemnification or such other rights indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a), and the Company Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to the presumption. Neither the failure of the Company Corporation (including by its Board of Directors directors or Independent Counselindependent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that Indemnification indemnification is proper, or other rights are available, proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company Corporation (including by its Board of Directors directors or Independent Counselindependent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.