Common use of Indemnity in Proceedings by or in the Right of the Corporation Clause in Contracts

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he he/she reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Liabilities and Expenses which the Court of Chancery or such other court shall deem proper. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has not met such applicable standard of conduct or that Indemnitee acted with gross negligence or recklessness shall not, of itself, be a defense to any action pursuant to this Agreement or create a presumption that such Indemnitee has failed to meet the standard or of conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless IndemniteeIndemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to the fullest extent permitted by applicable lawbe made, from and against all Liabilities and Expenses suffered a party to or incurred by Indemnitee or on Indemnitee’s behalf a participant in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For indemnification for such expenses as the avoidance of doubt, a finding, admission Delaware Court or stipulation that an Indemnitee has acted with gross negligence or recklessness such other court shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he [he/she] reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Liabilities and Expenses which the Court of Chancery or such other court shall deem proper. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has not met such applicable standard of conduct or that Indemnitee acted with gross negligence or recklessness shall not, of itself, be a defense to any action pursuant to this Agreement or create a presumption that such Indemnitee has failed to meet the standard or of conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, the Indemnitee in accordance with the provisions of this Section 5 if the Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as threatened to be made a consequence of party to any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or any claim, issue or matter thereinsettlement of such Proceeding, if the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No However, no indemnification for Liabilities and Expenses shall be made under this Section 3 5 in respect of any claim, issue or matter as to which Indemnitee such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3indemnity.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to To the fullest extent permitted by applicable law, from the Corporation shall indemnify, hold harmless and against all Liabilities and Expenses suffered exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or incurred by Indemnitee is threatened to be made, a party to or on Indemnitee’s behalf in connection with or a participant (as a consequence of witness, deponent or otherwise) in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification indemnification, hold harmless or exoneration for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission to be held harmless or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3exoneration.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, Indemnitee in accordance with the provisions of this Agreement if Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as threatened to be made a consequence of party to any Proceeding brought by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favorfavor by reason of the fact that Indemnitee is or was a director or officer of the Corporation or any subsidiary of the Corporation, or any claimis or was serving at the request of the Corporation as a director, issue officer, employee, or matter thereinagent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee he acted in good faith and in a manner which he reasonably believed to be in, (in the case of conduct in his official capacity) in the best interests of the Corporation or (in all other cases) not opposed, opposed to the best interests of the Corporation. No , except that no indemnification for Liabilities and Expenses shall be made under this Section 3 4, in respect of any claim, issue or matter Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such expenses as such court shall deem proper. For Notwithstanding the avoidance foregoing, Indemnitee shall have no right to indemnification for Expenses and the payment of doubtprofits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3as amended.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to To the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or incurred by Indemnitee is threatened to be made, a party to or on Indemnitee’s behalf in connection with or a participant (as a consequence of witness, deponent or otherwise) in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission to be held harmless or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3exoneration.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he [he/she] reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to To the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or incurred by Indemnitee is threatened to be made, a party to or on Indemnitee’s behalf in connection with or a participant (as a consequence of witness, deponent or otherwise) in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Ixxxxxxxxx shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Ixxxxxxxxx acted in good faith and in a manner he or she reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission to be held harmless or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3exoneration.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as threatened to be made a consequence of party to any Proceeding brought by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favorfavor by reason of the fact that Indemnitee is or was a director or officer of the Corporation or any subsidiary of the Corporation, or any claimis or was serving at the request of the Corporation as a director, issue officer, employee, or matter thereinagent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee he acted in good faith and in a manner which he reasonably believed to be in, (in the case of conduct in his official capacity) in the best interests of the Corporation or (in all other cases) not opposed, opposed to the best interests of the Corporation. No , except that no indemnification for Liabilities and Expenses shall be made under this Section 3 4, in respect of any claim, issue or matter Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such expenses as such court shall deem proper. For Notwithstanding the avoidance foregoing, Indemnitee shall have no right to indemnification for Expenses and the payment of doubt, a finding, admission or stipulation that an profits arising from the purchase and sale by Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet securities in violation of Section 16(b) of the standard or conduct required for indemnification in this Section 3Exchange Act.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to To the fullest extent permitted by applicable law, from the Corporation shall indemnify, hold harmless and against all Liabilities and Expenses suffered exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or incurred by Indemnitee is threatened to be made, a party to or on Indemnitee’s behalf in connection with or a participant (as a consequence of witness, deponent or otherwise) in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Xxxxxxxxxx shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner he or she reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification indemnification, hold harmless or exoneration for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission to be held harmless or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3exoneration.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to To the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or incurred by Indemnitee is threatened to be made, a party to or on Indemnitee’s behalf in connection with or a participant (as a consequence of witness, deponent or otherwise) in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Xxxxxxxxxx shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner he or she reasonably believed to be in, in or not opposed, opposed to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission to be held harmless or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3exoneration.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner s/he reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Liabilities and Expenses which the Court of Chancery or such other court shall deem proper. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has not met such applicable standard of conduct or that Indemnitee acted with gross negligence or recklessness shall not, of itself, be a defense to any action pursuant to this Agreement or create a presumption that such Indemnitee has failed to meet the standard or of conduct required for indemnification in this Section 3.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he she reasonably believed to be in, or not opposed, to the best interests of the CorporationCorporation or such other Enterprise, as applicable. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.