Intel 2004 Annual Report Download - page 103

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of Expenses within thirty (30) calendar days after making such a request in accordance with Section 2(c), then Indemnitee shall have the right
to enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction in the State of
Delaware seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The
Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not
challenged by the Indemnitee on or before the first anniversary of the date of the Reviewing Party’
s determination shall be binding on the
Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law
or equity.
(c) Defense to Indemnification, Burden of Proof, and Presumptions .
(i) To the maximum extent permitted by applicable law in making a determination with respect to entitlement
to indemnification (or advancement of expenses) hereunder, the Reviewing Party shall presume that an Indemnitee is entitled to
indemnification (or advancement of expenses) under this Agreement if Indemnitee has submitted a request for indemnification in accordance
with Section 4(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the
making by the Reviewing Party of any determination contrary to that presumption.
(ii) It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement
(other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed.
(iii) In connection with any action brought pursuant to Section 4(c)(ii) as to whether Indemnitee is entitled to
be indemnified hereunder, the burden of proving Indemnitee is not entitled to indemnification under this Agreement shall be on the Company.
(iv) Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant
is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination
by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such
applicable standard of conduct, shall be admissible as evidence in any such action for any purpose.
(v) For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment,
order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not
6.