Conclusive Presumption Regarding Standards of Conduct. You shall be conclusively presumed to have met all relevant standards of conduct (if any) of applicable law for indemnification pursuant to this agreement, unless a determination is made that you have not met such standards by the reviewing party. Before any change in control of the Company, the reviewing party shall be any appropriate person or body consisting of a member or members of the Board of Directors of the Company or any other person or body appointed by the Board of Directors of the Company who is not a party to the proceeding with respect to which you are seeking indemnification; after a change in control of the Company, the reviewing party shall be the independent counsel. With respect to all matters arising after a change in control of the Company concerning your right to indemnification under this agreement or any other agreement or under applicable law or the Companys Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for indemnifiable events, the Company shall seek legal advice only from independent counsel selected by you and approved by the Company, the approval of whom shall not be unreasonably withheld, and who has not otherwise performed services for the Company or you (other than in connection with indemnification matters) within the last five years. The independent counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or you in an action to determine your rights under this agreement. The independent counsel, among other things, shall render a written opinion to the Company and you as to whether and to what extent you should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the independent counsel and to indemnify fully such counsel against any and all expenses, including attorneys fees, claims, liabilities, loss, and damages arising out of or relating to this agreement or the engagement of independent counsel under this agreement.
Conclusive Presumption Regarding Standards of Conduct. You shall be conclusively presumedReviewing Party. Prior to have met all relevant standards of conduct (if any) of applicable law for indemnification pursuant to this agreement, unless a determination is made that you have not met such standards byany Change in Control, the reviewing party. Before any change in control of the Company, the reviewing partyReviewing Party shall be any appropriate person or body consisting of a member or members of the Board of Directors of the Company or any other person or body appointed by the Board of Directors of the Company who is not a party to the proceedingparticular Proceeding with respect to which you areIndemnitee is seeking indemnification; after a changeChange in control ofControl, the Company, the reviewing partyReviewing Party shall be the independent counsel.Independent Counsel referred to below. With respect to all matters arising after a changeChange in controlControl (other than a Change in Control approved by a majority of the Companydirectors on the Board who were directors immediately prior to such Change in Control) concerning your rightthe rights of lndemnitee to indemnificationindemnity payments and Expense Advances under this agreementAgreement or any other agreement or under applicable law or the CompanyCompany's Articles of Incorporation or Bylaws now or hereafter in effect relating to indemnification for indemnifiable events,Indemnifiable Events, the Company shall seek legal advice only from independent counselIndependent Counsel selected by youIndemnitee and approved by the Company, theCompany (which approval of whom shall not be unreasonably withheld,withheld), and who has not otherwise performed services for the Company or youthe Indemnitee (other than in connection with indemnification matters) within the last five years. The independent counselIndependent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or youIndemnitee in an action to determine yourIndemnitee's rights under this agreement. The independentAgreement. Such counsel, among other things, shall render aits written opinion to the Company and youIndemnitee as to whether and to what extent youthe Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the independent counselIndependent Counsel and to indemnify fully such counsel against any and all expenses, including attorneys fees,expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or relating to this agreementAgreement or the engagement of independent counsel under this agreement.Independent Counsel pursuant hereto.
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