Common use of Presumptions in Enforcement Action Clause in Contracts

Presumptions in Enforcement Action. In any Enforcement Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as a director and/or officer of the Company; and (b) Neither (i) the failure of the Company (including its Board of Directors, independent or special legal counsel or the Company’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification.

Presumptions in Enforcement Action. In any Enforcement Action the following presumptions (and limitation on presumptions) shall apply: (a) The Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as a director and/or officer of the Company; and (b) Neither (i) the failure of the Company (including its Board of Directors, independent or special legal counsel or the Company’s 's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification.

Presumptions in Enforcement Action. In any Enforcement Action Action, the following presumptions (and limitation limitations on presumptions) shall apply: (a) The RoomSystems and the Company shall conclusively be presumed to expressly affirm and agree that that they have entered into this Agreement and assumed the obligations imposed on it them hereunder to induce Indemnitee to accept the position of, or to continue as a director and/or officer of the Company; and (b) Neither (i) the failure of the Company (including its the Company's Board of Directors, independent or special legal counsel or the Company’s 's shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of the Indemnitee is proper in the circumstances circumstances, nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnificationindemnification hereunder.