Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Section 5.19 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 5.19, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company, by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that a present or former Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company 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 Indemnified Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Section 5.19 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 5.19, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting SharesMembers. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company, by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that a present or former Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company 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 Indemnified Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Section 5.19 (unless ordered by Each person who was or is a court) shall party or is threatened to be made by the Company only as authorized a party to or is involved in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 5.19any threatened, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner pending or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the Directors who are not parties to such completed action, suit or proceeding, even though less than whether civil, criminal, administrative, investigative or otherwise and whether by or in the right of the corporation or otherwise (a quorum“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, trustee, employee, partner (iilimited or general) by or agent of another corporation or of a committee of such Directors designated by a majority vote of such Directorspartnership, even though less than a quorumjoint venture, limited liability company, trust or (iii) if there are no such Directorsother enterprise, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, including service with respect to former Directorsan employee benefit plan, officersshall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the corporation (and any successor to the corporation by merger or otherwise) to the fullest extent authorized by, tax matters partners and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or other individuals designated may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 7.02 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors as Indemnified Directors. Persons who are not directors or officers of the Company, by any person or persons having corporation and are not so serving at the authority to act on the matter on behalf request of the Company. To corporation may be similarly indemnified in respect of such service to the extent, however, that a present or former Director, officer, tax matters partner or other individual designated extent authorized at any time by the Board of Directors as an Indemnified Person of Directors. The indemnification conferred in this Section 7.01 also shall include the Company has been successful on right to be paid by the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, corporation (and such Indemnified Person shall be indemnified against successor) the expenses (including attorneys’ fees) actually incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and reasonably to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking by or on behalf of such Indemnified Person director or officer to repay all amounts so paid in connection therewithadvance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 7.01 or otherwise; and provided further, without that such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the necessity Board of authorization in Directors deems appropriate. The financial ability of any person to make a repayment contemplated by this Section 7.01 shall not be a prerequisite to the specific casemaking of an advance.

Authorization of Indemnification. Any indemnification under this Section 5.19 (unless ordered by Each person who was or is a court) shall party or is threatened to be made by the Company only as authorized a party to or is involved in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 5.19any threatened, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner pending or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the Directors who are not parties to such completed action, suit or proceeding, even though less than whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a quorum"proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (iilimited or general) by or agent of another corporation or of a committee of such Directors designated by a majority vote of such Directorspartnership, even though less than a quorumjoint venture, limited liability company, trust or (iii) if there are no such Directorsother enterprise, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, including service with respect to former Directorsan employee benefit plan, officers, tax matters partners or other individuals designated shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Board Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of Directors as Indemnified Persons of the Company, by any person indemnification hereunder for past acts or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that a present or former Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company has been successful on the merits or otherwise in defense omissions of any actionsuch person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment) and in the Certificate of Incorporation, suit or proceeding described aboveagainst all expenses, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses liabilities and losses (including attorneys’ ' fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnified Person person in connection therewith, without the necessity of authorization in the specific case.;

Authorization of Indemnification. Any indemnification under this Section 5.19 Article IX (unless ordered by a court) shall be made by the Company Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person director or officer is proper in the circumstances because such Indemnified Person person has met the applicable standard of conduct set forth in subsections (a) and (b) Section 9.1 or Section 9.2 of this Section 5.19Article IX, as the case may be. Such determination shall be made, with respect to an Indemnified Person a person who was is a Director, officer, tax matters partner director or other individual designated by the Board of Directors as an Indemnified Person of the Company officer at the time of such determination, (i) by a majority vote of the Directors directors who are not parties to such action, suit or proceedingorproceeding, even though less than a quorum, or (ii) by a committee of such Directors directors designated by a majority vote of such Directorsdirectors, even though less than a quorum, or (iii) if there are no such Directorsdirectors, or if such Directors directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Sharesshareholders (but only if a majority of the directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the board of directors, presents the issue of entitlement to indemnification to the shareholders for their determination). Such determination shall be made, with respect to former Directors, directors and officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company, by any person or persons having the authority to act on the matter on behalf of the CompanyCorporation. To the extent, however, that a present orformer director or former Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person officer of the Company 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 Indemnified Person person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Indemnified Person person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Section 5.19 Article 10 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person Director or Officer is proper in the circumstances because such Indemnified Person he or she has met the applicable standard of conduct set forth in subsections (a) and (b) Section 10.1 or Section 10.2 of this Section 5.19Article 10, as the case may bebe and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated made (i) by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the those Directors who at the time of the vote are not parties to disinterested and independent regardless of whether such action, suit or proceeding, even though less than directors constitute a quorum, or (ii) by majority vote of a committee of such the Directors duly designated by a majority vote of such Directorsthe directors who at the time of the vote are disinterested and independent, even though less than regardless of whether the Directors who are disinterested and independent constitute a quorumquorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) if there are no such Directors, or if such Directors so direct, by independent special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion opinion, or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the CompanyCompany in a vote that excludes the Units held by each Director who is not disinterested and independent, or (v) by any person or persons having the authority to act on the matter on behalf a unanimous vote of the CompanyMembers. To the extent, however, that a present current or former Director, officer, tax matters partner Director or other individual designated by the Board of Directors as an Indemnified Person Officer of the Company or a Delegate 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 Indemnified Person he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person him or her in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty (60) days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification under this Section 5.19 Article VI (unless ordered by a court) shall be made by the Company corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person director or officer is proper in the circumstances because such Indemnified Person person has met the applicable standard of conduct set forth in subsections (a) and (b) Section 6.1 or Section 6.2 of this Section 5.19Article VI, as the case may be. Such determination shall be made, with respect to an Indemnified Person a person who was is a Director, officer, tax matters partner director or other individual designated by the Board of Directors as an Indemnified Person of the Company officer at the time of such determination, (i) by a majority vote of the Directors directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors directors designated by a majority vote of such Directorsdirectors, even though less than a quorum, or (iii) if there are no such Directorsdirectors, or if such Directors directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Sharesstockholders (but only if a majority of the directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the board of directors, presents the issue of entitlement to indemnification to the shareholders for their determination). Such determination shall be made, with respect to former Directors, directors and officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company, by any person or persons having the authority to act on the matter on behalf of the Companycorporation. To the extent, however, that a present or former Director, officer, tax matters partner director or other individual designated by the Board of Directors as an Indemnified Person officer of the Company 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 Indemnified Person person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Indemnified Person person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Section 5.19 Article IX (unless ordered by a court) shall be made by the Company corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person director or officer is proper in the circumstances because such Indemnified Person person has met the applicable standard of conduct set forth in subsections (a) and (b) Section 9.1 or Section 9.2 of this Section 5.19these bylaws, as the case may be. Such determination shall be made, with respect to an Indemnified Person a person who was is either a Director, officer, tax matters partner director or other individual designated by the Board of Directors as an Indemnified Person of the Company officer at the time of such determinationdetermination or a former director or officer, (i) by a majority vote of the Directors directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors directors designated by a majority vote of such Directorsdirectors, even though less than a quorum, or (iii) if there are no such Directorsdirectors, or if such Directors directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons stockholders (but only if a majority of the Companydirectors who are not parties to such action, by any person suit or persons having the authority to act on the matter on behalf proceeding, if they constitute a quorum of the Companyboard of directors, presents the issue of entitlement to indemnification to the stockholders for their determination). To the extent, however, that a present or former Director, officer, tax matters partner director or other individual designated by the Board of Directors as an Indemnified Person officer of the Company 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 Indemnified Person person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Section 5.19 (unless ordered by Each person who was or is a court) shall party or is threatened to be made by the Company only as authorized a party to or is involved in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 5.19any threatened, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner pending or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the Directors who are not parties to such completed action, suit or proceeding, even though less than whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a quorum“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (iilimited or general) by or agent of another corporation or of a committee of such Directors designated by a majority vote of such Directorspartnership, even though less than a quorumjoint venture, limited liability company, trust or (iii) if there are no such Directorsother enterprise, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, including service with respect to former Directorsan employee benefit plan, officersshall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, tax matters partners and subject to the conditions and (except as provided herein) procedures set forth in the DGCL, as the same exists or other individuals designated may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 2 of this Article VIII) only if such proceeding (or part thereof) was authorized by the Board of Directors as Indemnified Directors. Persons who are not directors or officers of the Company, by any person or persons having Corporation and are not so serving at the authority to act on the matter on behalf request of the Company. To Corporation may be similarly indemnified in respect of such service to the extent, however, that a present or former Director, officer, tax matters partner or other individual designated extent authorized at any time by the Board of Directors as an Indemnified Person Directors. The indemnification conferred in this Section 1 of this Article VIII also shall include the Company has been successful on right to be paid by the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, Corporation (and such Indemnified Person shall be indemnified against successor) the expenses (including attorneys’ fees) actually incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and reasonably to the extent the DGCL requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such Indemnified Person director or officer to repay all amounts so paid in connection therewithadvance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 of this Article VIII or otherwise; and provided further, without that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the necessity Board of authorization in the specific caseDirectors deems appropriate.

Authorization of Indemnification. Any indemnification under this Section 5.19 Article VI (unless ordered by a court) shall be made by the Company Corporation only as authorized in the specific case upon a determination that indemnification indemnifica tion of the Indemnified Person director or officer is proper in the circumstances because such Indemnified Person person has met the applicable standard of conduct set forth in subsections (a) and (b) Section 1 or Section 2 of this Section 5.19Article VI, as the case may be. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, made (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion or (iviii) by the Members holding Outstanding Voting Sharesstockholders. Such determination shall be madeNotwithstanding the foregoing, with respect to former Directorsany request for indemnification arising out of or relating to the Accounting Issues, officersit will be presumed that indemnification is proper and appropriate, tax matters partners or other individuals designated by and any disagreement concerning indemnification of any person who resigned from the Board of Directors as Indemnified Persons pursuant to a resignation dated July 28, 1998 shall be resolved by independent legal counsel, reasonably acceptable to either Xx. Xxxxxxxxxxx or Xx. Xxxxxxxxx (whoever was the last of the Companytwo to cease being a director), by any person or persons having the authority to act on the matter on behalf one hand, and the General Counsel of the CompanyCorporation, on the other hand, in a written opinion. To the extent, however, that a present director or former Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person officer of the Company 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 Indemnified Person person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Indemnified Person person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Section 5.19 Article 9 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person Director or Officer is proper in the circumstances because such Indemnified Person he or she has met the applicable standard of conduct set forth in subsections (a) and (b) Section 9.1 or Section 9.2 of this Section 5.19Article 9, as the case may bebe and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated made (i) by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of the those Directors who at the time of the vote are not parties to disinterested and independent regardless of whether such action, suit or proceeding, even though less than directors constitute a quorum, or (ii) by majority vote of a committee of such the Directors duly designated by a majority vote of such Directorsthe directors who at the time of the vote are disinterested and independent, even though less than regardless of whether the Directors who are disinterested and independent constitute a quorumquorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) if there are no such Directors, or if such Directors so direct, by independent special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion opinion, or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company, Company in a vote that excludes the Units held by any person each Director who is not disinterested and independent; or persons having the authority to act on the matter on behalf (vi) by a unanimous vote of the CompanyMembers. To the extent, however, that a present current or former Director, officer, tax matters partner Director or other individual designated by the Board of Directors as an Indemnified Person Officer of the Company or Delegate 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 Indemnified Person he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person him or her in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 9 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.