Common use of Indemnification Process and Appeal Clause in Contracts

Indemnification Process and Appeal. (a) Subject to Sections 10, 12 and 13, Indemnitee shall be entitled to indemnification of all Defense Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification. Indemnitee shall not incur any Defense Expenses, admit any liability for, make any settlement offer with respect to, or settle any Proceeding with the Company's consent, which consent shall not be unreasonably withheld. (b) Notwithstanding the failure of the Company to provide indemnification hereunder, the right to indemnification and advances as provided by this Agreement shall be enforceable by Indemnitee in an action in any court of competent jurisdiction, despite any contrary determination of the Board of Directors, independent counsel, or of the shareholders in the specific case. In such an action, the burden of proving that indemnification is not required hereunder shall be on the Company.

Indemnification Process and Appeal. (a) Subject to Sections 10, 12 and 13, Indemnitee shall be entitled to indemnification of all Defense Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification. Indemnitee Indemintee shall not incur any Defense Expenses, admit any liability for, make any settlement offer with respect to, or settle any Proceeding with the Company's ’s consent, which consent shall not be unreasonably withheld. (b) Notwithstanding the failure of the Company to provide indemnification hereunder, the right to indemnification and advances as provided by this Agreement shall be enforceable by Indemnitee in an action in any court of competent jurisdiction, despite any contrary determination of the Board of Directors, independent counsel, or of the shareholders in the specific case. In such an action, the burden of proving that indemnification is not required hereunder shall be on the Company.