Common use of Presumptions; Burden of Proof Clause in Contracts

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f) shall be de novo with respect to all determinations of fact and law.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company Companies to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes Companies establish that there is no reasonable basis to support it. (iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) finding or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f) shall be de novo with respect to all determinations of fact and law.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i1) It shall be a presumption that a Determination is not required. (ii2) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii3) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv4) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v5) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f) shall be de novo with respect to all determinations of fact and law.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv) The termination of any Proceeding Claim by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither applicable law. In addition, the failure of any person persons empowered or persons selected to make a determination hereunder to have made a Determination nor determination as to whether Indemnitee has met the standard of conduct set forth in subsections (a) or (b) of Section 145 of the DGCL or an Adverse Determination actual determination by any person or such persons that Indemnitee has not met such standard of conduct, prior to the commencement of legal Proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall not be a defense to Indemnitee’s claim or create a presumption that Indemnitee did has not meet the applicable met such standard of conduct, and any Proceeding commenced by . Indemnitee pursuant to Section 6(f) shall be de novo with respect presumed to all determinations be entitled to indemnification and Expense advancement under this Agreement and the burden of fact proof shall be on the Company to establish that Indemnitee is not so entitled by clear and lawconvincing evidence.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), ) and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f5(f) shall be de novo with respect to all determinations of fact and law.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv) The termination of any Proceeding Claim by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither applicable law. In addition, the failure of any person persons empowered or persons selected to make a determination hereunder to have made a Determination nor determination as to whether Indemnitee has met the standard of conduct set forth in subsections (a) or (b) of Section 145 of the DGCL or an Adverse Determination actual determination by any person or such persons that Indemnitee has not met such standard of conduct, prior to the commencement of legal 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 did has not meet the applicable met such standard of conduct, and any Proceeding commenced by . Indemnitee pursuant to Section 6(f) shall be de novo with respect presumed to all determinations be entitled to indemnification and Expense advancement under this Agreement and the burden of fact proof shall be on the Company to establish that Indemnitee is not so entitled by clear and lawconvincing evidence.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company Companies to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes Companies establish that there is no reasonable basis to support it. (iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f) shall be de novo with respect to all determinations of fact and law.

Presumptions; Burden of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court: (i) It shall be a presumption that a Determination is not required. (ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances. (iii) The burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Company establishes that there is no reasonable basis to support it. (iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nobo nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. (v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 6(f) shall be de novo with respect to all determinations of fact and law.