Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
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Samples: Indemnity Agreement (Applied Digital Corp.), Investment and Transaction Agreement (Id Systems Inc), Indemnity Agreement
Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in determined under Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
Appears in 2 contracts
Samples: Indemnity Agreement (Regal Entertainment Group), Indemnity Agreement (Regal Entertainment Group)
Other Situations. In the event that Section 8(a9(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in Section 8(c9(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
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Samples: Indemnity Agreement (Jda Software Group Inc), Indemnity Agreement (Jda Software Group Inc)
Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee in accordance with the terms of this Agreement unless, and except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
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Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and except to the extent that, the Company shall prove by clear and convincing evidence in a forum listed in Section 8(c) below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
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Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless, and except to the extent that, it shall have been determined by one of the Company shall prove by clear and convincing evidence in a forum methods listed in Section 8(c) below hereof that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
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