Presumptions/Knowledge. 2.1 For purposes of any determination hereunder the Indemnified Party will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and/or in the best interests of the Corporation. The Corporation will have the burden of establishing the absence of good faith.
Presumptions/Knowledge. 3.1 For purposes of any determination hereunder the Indemnified Party will be deemed to have acted in good faith, in the best interests of the Corporation and with reasonable grounds for believing his or her conduct was lawful unless and until a court of competent jurisdiction has rendered a Final Judgment to the contrary. The Corporation will have the burden of establishing the absence of good faith, failure to act in its best interests or lack of reasonable grounds for lawful conduct belief.
Presumptions/Knowledge. 3.1 For purposes of any determination hereunder the Indemnified Party will be deemed to have acted honestly, in good faith, in the best interests of the Corporation, with reasonable grounds for believing his or her conduct was lawful and in accordance with Compensation Laws and Compensation Arrangements unless and until a Final Judgment or Award has been rendered to the contrary. The Corporation will have the burden of establishing the absence of honesty, good faith, failure to act in its best interests, lack of reasonable grounds for lawful conduct belief, or violation of Compensation Laws or Compensation Arrangements.
Presumptions/Knowledge. (1) For purposes of any determination hereunder the Indemnitee will be deemed, subject to compelling evidence to the contrary, to have acted in good faith and/or in the best interests of the relevant Company. The relevant Company will have the burden of establishing the absence of good faith.
Presumptions/Knowledge. The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other entity will not be imputed to the Indemnified Party for any purposes of determining the right to indemnification under this Agreement.
Presumptions/Knowledge. For the purposes of the indemnity provided under this Agreement:
Presumptions/Knowledge. 2.1 For the purposes of any determination hereunder, the Corporation will have the burden of establishing the gross negligence or willful misconduct on the part of the Indemnified Party. The termination of any civil, criminal, administrative, investigative or other proceeding by any judgment, order, settlement or conviction will not, of itself, create a presumption either that the Indemnified Party acted with gross negligence or willful misconduct or that, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party did not have reasonable grounds for believing that the Indemnified Party’s conduct was lawful. 135
Presumptions/Knowledge. 2.1 For purposes of any determination hereunder, the Corporation will have the burden of establishing the exception specified in Section 1 on the part of the Indemnified Party. The termination of any civil, criminal, administrative, investigative or other Proceeding by any judgment, order, settlement or conviction will not, of itself, create a presumption either that the Indemnified Party did not act in good faith and/or in the best interests of the Corporation or that, in the case of a Proceeding that is not a civil Proceeding, the Indemnified Party did not have reasonable grounds for believing that the Indemnified Party’s conduct was lawful.
Presumptions/Knowledge. 2.1 For the purposes of any determination hereunder, the Corporation will have the burden of establishing the exceptions specified in Section 1.1 on the part of the Indemnified Party. The termination of any civil, criminal, administrative, investigative or other proceeding by any judgment, order, settlement or conviction will not, of itself, create a presumption (a) that the Indemnified Party acted as an officer with gross negligence or willful misconduct, or (b) that the Indemnified Party acted as a director not in good faith or not in the best interests of the Corporation, or (c) that, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party did not have reasonable grounds for believing that the Indemnified Party’s conduct was lawful. 139
Presumptions/Knowledge. 3.1 For purposes of any determination hereunder the Indemnified Party will be deemed to have acted honestly, in good faith, in the best interests of the Corporation or its subsidiary or affiliate, as applicable, with reasonable grounds for believing his or her conduct was lawful and in accordance with Compensation Laws and Compensation Arrangements unless and until a Final Judgment or Award has been rendered to the contrary. The Corporation or its applicable subsidiary or affiliate will have the burden of establishing the absence of honesty, good faith, failure to act in its best interests, lack of reasonable grounds for lawful conduct belief, or violation of Compensation Laws or Compensation Arrangements.
