Common use of Court-Ordered Indemnification Clause in Contracts

Court-Ordered Indemnification. 8.1 Regardless of whether the Indemnitee has met the standards of conduct set forth in Sections 3.1, 3.2 or 3.3 hereof, as the case may be, and notwithstanding the presence or absence of any Determination whether such standards have been satisfied, the Indemnitee may apply for indemnification or advancement of expenses or both to the court conducting any Proceeding to which the Indemnitee is a party or to any other court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification (and/or advancement) if it determines the Indemnitee is fairly and reasonably entitled to indemnification (and/or advancement) in view of all the relevant circumstances (including this Agreement). 8.2 The right to indemnification and advances as provided by this Agreement shall be enforceable by the Indemnitee in an action in any court of competent jurisdiction. In such an action, the burden of proving that indemnification is not required hereunder shall be on the Company. The Indemnitee’s expenses reasonably incurred in connection with establishing the Indemnitee’s right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Company.