Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 10 contracts
Samples: Settlement Agreement (Lets Talk Cellular & Wireless Inc), Indemnification Agreement (Electrostar Inc), Form of Indemnification Agreement (Winston Furniture Co of Alabama Inc)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee Director is proper in the circumstances because the Indemnitee Director has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made (in the following order of preference:):
Appears in 4 contracts
Samples: Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 4 contracts
Samples: Indemnification Agreement (Miami Cruiseline Services Holdings I B V), Indemnification Agreement (Dental Care Alliance Inc), Indemnification Agreement (Miami Cruiseline Services Holdings I B V)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 3 contracts
Samples: Indemnification Agreement (Metalogics Inc), Indemnification Agreement (Compass Plastics & Technologies Inc), Indemnification Agreement (Connectsoft Communications Corp)
Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section Sections 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 2 contracts
Samples: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)
Authorization of Indemnification. Any indemnification under Sections 1 l and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 2 contracts
Samples: Indemnification Agreement (Newtech Corp), Indemnification Agreement (Lets Talk Cellular & Wireless Inc)
Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "“Determination"”) that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section Sections 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 2 contracts
Samples: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "“Determination"”) that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 2 contracts
Samples: Indemnification Agreement (Terremark Worldwide Inc), Indemnification Agreement (Forefront Holdings, Inc.)
Authorization of Indemnification. Any indemnification under Sections 1 l and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Samples: Form of Indemnification Agreement (Empire Financial Holding Co)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall SHALL be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall SHALL be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.65.5, 5.7, 5.8 5.6 and 8 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company Corporation only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Authorization of Indemnification. Any indemnification under Sections Section 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:.
Appears in 1 contract
Samples: Indemnification Agreement (Rexx Environmental Corp)
Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.6 and 8 5.7 of this Agreement, the Determination shall be made in the following order of preference:
Appears in 1 contract
Samples: Indemnification Agreement (Republic Banking Corp of Florida)