Common use of Basic Indemnification Clause in Contracts

Basic Indemnification. Subject to the limitations provided in the following sentence and Section 3 herein, Corporation shall indemnify and hold harmless Indemnitee in connection with any Claim against any and all Expenses and Losses to the maximum extent permitted (or not prohibited) by law and, if requested by Indemnitee, shall advance Expenses as soon as practicable but in any event no later than 30 days after written demand is presented to Corporation. Except as set forth in Section 4 herein, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against Corporation or any of its subsidiaries or any director or officer of it or of any of its subsidiaries except for a Claim in which Corporation has joined or the initiation of which the Corporation has consented to. In connection with any determination by Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under any provision of this Agreement, the burden of proof shall be on Corporation to establish that Indemnitee is not so entitled.