Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Article IX (unless ordered by a court) shall be made by Cannae Inc. only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee is proper in the circumstances because such Manager Indemnitee has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 hereof, as the case may be. Such determination shall be made (a) by a majority vote of the Board or (b) if a majority of the Board so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of Cannae Inc. To the extent, however, that a Manager Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, such Manager Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager Indemnitee in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article IX VIII (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee he has met the applicable standard of conduct set forth in Section 9.1 1 or Section 9.2 hereof2 of this Article VIII, as the case may be. Such determination shall be made (ai) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (ciii) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above above, or in defense of any claim, issue or matter therein, such Manager Indemnitee he shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Manager Indemnitee him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article IX VIII (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee person has met the applicable standard of conduct set forth in Section 9.1 1 or Section 9.2 hereof2 of this Article VIII, as the case may be. Such determination shall be made (ai) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (ciii) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above above, or in defense of any claim, issue or matter therein, such Manager Indemnitee person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Manager Indemnitee person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article IX VIII (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee he has met the applicable standard of conduct set forth in Section 9.1 8.1 or Section 9.2 8.2 hereof, as the case may be. Such determination shall be made (a) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (c) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, such Manager Indemnitee he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager Indemnitee him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification --------- -------------------------------- under this Article IX VIII (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee he has met the applicable standard of conduct set forth in Section 9.1 1 or Section 9.2 hereof2 of this Article VIII, as the case may be. Such determination shall be made (ai) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (ciii) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above above, or in defense of any claim, issue or matter therein, such Manager Indemnitee he shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Manager Indemnitee him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article IX (unless ordered by a court) shall be made by Cannae Inc. only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee is proper in the circumstances because such Manager Indemnitee has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 hereof, as the case may be. Such determination shall be made (a) by a majority vote of the Board or (b) if a majority of the Board so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of Cannae Inc. To the extent, however, that a Manager Indemnitee Xxxxxxxxxx has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, such Manager Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager Indemnitee in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article IX IV (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee person has met the applicable standard of conduct set forth in Section 9.1 24 or Section 9.2 hereof25 of this Article IV, as the case may be. Such determination shall be made (ai) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (ciii) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of if any action, suit or proceeding described above above, or in defense of any claim, issue or matter therein, such Manager Indemnitee person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Manager Indemnitee person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under ---------- -------------------------------- this Article IX VIII (unless ordered by a court) shall be made by Cannae Inc. the Corporation only as authorized in the specific case upon a determination that indemnification of a Manager Indemnitee the director or officer is proper in the circumstances because such Manager Indemnitee he has met the applicable standard of conduct set forth in Section 9.1 1 or Section 9.2 hereof2 of this Article VIII, as the case may be. Such determination shall be made (ai) by a majority vote of the Board directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) if a majority of the Board there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or (ciii) by the stockholders of Cannae Inc. stockholders. To the extent, however, that a Manager Indemnitee director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above above, or in defense of any claim, issue or matter therein, such Manager Indemnitee he shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Manager Indemnitee him in connection therewith, without the necessity of authorization in the specific case.