Common use of Presumptions Clause in Contracts

Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon making any request for indemnification for Expenses and Liabilities, or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification for Expenses and Liabilities or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c4(c) hereofbelow, the Company shall have the burdens of coming forward with evidence and by a preponderance of persuasion the evidence to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither It shall not be a defense or admissible as evidence in any such action by Indemnitee, nor shall it create a presumption that Indemnitee has not met the failure applicable standard of conduct, if (i) any Person fails to have made a such determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor or (ii) any Person fails to make an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c4(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made a such determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon In making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any a determination with respect to entitlement to indemnification under Section 3(c) hereofhereunder, the Company shall Board shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5, and the Corporation shall, to the fullest extent not prohibited by applicable law, have the burdens burden of coming forward with evidence and of persuasion proof to overcome that presumption in connection with the making by any Person the Board of any determination contrary to that presumption. Neither the failure of any Person the Corporation to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person the Corporation that Indemnitee has not met any such applicable standard of conduct, shall be a defense to any such the action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c4(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon In making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any a determination with respect to entitlement to indemnification under Section 3(c) hereofhereunder, the Company party making the determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5. Anyone seeking to overcome this presumption shall have the burdens burden of coming forward with evidence proof and the burden of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumptionclear and convincing evidence. Neither the failure of any Person the Corporation (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person the Corporation (including by its directors or Independent Counsel) that Indemnitee has not met any such applicable standard of conduct, shall be a defense to any such the action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person (as defined below) of any determination contrary to that presumption. Neither the failure of any Person to have made a such determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.. For purposes of this Section 2(b), “

Presumptions. (i) Upon In making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any a determination with respect to entitlement to indemnification under Section 3(cthis Agreement, (i) hereofthe Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement, if Indemnitee has submitted a request for indemnification in accordance with this Agreement; and (ii) the Company shall have the burdens burden of coming forward with evidence and of persuasion proof to overcome that presumption in connection with the making by any Person person, persons or entity of any determination contrary to that presumption. Neither the failure of any Person the Company (including by its Directors or Independent Legal Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person the Company (including by its Directors or Independent Legal Counsel) that Indemnitee has not met any such applicable standard of conduct, shall be a defense to any such the action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any determination with respect to entitlement to indemnification under Section 3(c4(c) hereof, the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any Person of any determination contrary to that presumption. Neither the failure of any Person to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person that Indemnitee has not met any applicable standard of conduct, shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.

Presumptions. (i) Upon In making any request for indemnification or advancement of Expenses under this Agreement, Indemnitee shall be presumed to be entitled to such indemnification or advancement of Expenses, as the case may be, under this Agreement and, in connection with any a determination with respect to entitlement to indemnification under Section 3(c) hereofhereunder, the Company shall Board shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5, and the Corporation shall, to the fullest extent not prohibited by applicable law, have the burdens burden of coming forward with evidence and of persuasion proof to overcome that presumption in connection with the making by any Person the Board of any determination contrary to that presumption. Neither the failure of any Person the EXHIBIT 10.1 Corporation to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any Person the Corporation that Indemnitee has not met any such applicable standard of conduct, shall be a defense to any such the action by Indemnitee or create a presumption that Indemnitee has not met the applicable standard of conduct.