Common use of Presumptions; Burden and Standard of Proof Clause in Contracts

Presumptions; Burden and Standard of Proof. In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person: (i) It shall be a presumption that an Indemnitee has met the applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances. (ii) The burden of proof shall be on the Indemnifying Parties to overcome the presumptions set forth in the preceding clause (i), and each such presumption shall only be overcome if the Indemnifying Parties establish that there is no reasonable basis to support it. (iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an 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.

Presumptions; Burden and Standard of Proof. In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person: (i) It shall be a presumption that an such Indemnitee has met the any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances. (ii) The burden of proof shall be on the Indemnifying Parties Party to overcome the presumptions presumption set forth in the preceding clause (i), and each such presumption shall only be overcome if the Indemnifying Parties establish Party establishes that there is no reasonable basis to support it. (iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet the any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.