Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. 4.1 Any indemnification under Sections 3.1, 3.2 and 3.3 hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination (the “Determination”) that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable requirements set forth in Section 3.1, 3.2 and 3.3 hereof, as the case may be. Subject to Sections 6.6 and 8 of this Agreement, the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of priority: (i) first, by the Board by majority vote of the directors who are not named parties to such action, suit or proceeding (the “Disinterested Directors”) (even if less than a quorum); or (ii) next, by majority vote of a committee consisting solely of two or more Disinterested Directors duly designated, for purposes of making a Determination, by a majority vote of such Disinterested Directors; or (iii) next, if there are no Disinterested Directors or a majority vote of the Disinterested Directors so directs, by any independent legal counsel (who may be any outside counsel regularly employed by the Company), selected by a majority vote of the Disinterested Directors (if any) or the Board (if there are no Disinterested Directors), in a written opinion by such counsel, which opinion will be addressed to the Company and delivered to both the Company and the Indemnitee; or (iv) finally, if such legal counsel determination cannot be obtained, by vote of the stockholders. If the Determination is made by independent legal counsel, the decision as to the reasonableness of expenses shall also be made by independent legal counsel. The finding required by this Section 4.1 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought. 4.2 The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful. 4.3 The Indemnitee’s conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that the Indemnitee reasonably believed to be not opposed to the best interests of the Company. 4.4 For purposes of any Determination hereunder, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if the Indemnitee’s action is based on (i) the records or books of account of the Company or Another Enterprise, including financial statements, provided that the Indemnitee has no reasonable basis to doubt the authenticity or reliability of such records or books of account for purposes of such action; (ii) information supplied to the Indemnitee by the officers or agents of the Company or Another Enterprise in the course of their duties, and whom the Indemnitee reasonably believes to be reliable and competent in the matters presented; (iii) the advice of legal counsel for the Company or Another Enterprise; or (iv) information or records given or reports made to the Company or Another Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 4.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in Sections 3.1, 3.2 or 3.3 hereof, as the case may be. 4.5 Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 3.1 or 3.2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 4.5, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, and (ii) the expiration of 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement.

Authorization of Indemnification. 4.1 Any indemnification under Sections 3.1, 3.2 and 3.3 hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination (the “Determination”) that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable requirements set forth in Section 3.1, 3.2 and 3.3 hereof, as the case may be. Subject to Sections 6.6 and 8 of this Agreement, the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of priority: (i) first, by the Board by majority vote of the directors who are not named parties to such action, suit or proceeding (the “Disinterested Directors”) (even if less than a quorum); or (ii) next, by majority vote of a committee consisting solely of two or more Disinterested Directors duly designated, for purposes of making a Determination, by a majority vote of such Disinterested Directors; or (iii) next, if there are no Disinterested Directors or a majority vote of the Disinterested Directors so directs, by any independent legal counsel (who may be any outside counsel regularly employed by the Company), selected by a majority vote of the Disinterested Directors (if any) or the Board (if there are no Disinterested Directors), in a written opinion by such counsel, which opinion will be addressed to the Company and delivered to both the Company and the Indemnitee; or (iv) finally, if such legal counsel determination cannot be obtained, by vote of the stockholders. If the Determination is made by independent legal counsel, the decision as to the reasonableness of expenses shall also be made by independent legal counsel. The finding required by this Section 4.1 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought. 4.2 The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful. 4.3 The Indemnitee’s conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that the Indemnitee reasonably believed to be not opposed to the best interests of the Company. 4.4 For purposes of any Determination hereunder, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if the Indemnitee’s action is based on (i) the records or books of account of the Company or Another Enterprise, including financial statements, provided that the Indemnitee has no reasonable basis to doubt the authenticity or reliability of such records or books of account for purposes of such action; (ii) information supplied to the Indemnitee by the officers or agents of the Company or Another Enterprise in the course of their duties, and whom the Indemnitee reasonably believes to be reliable and competent in the matters presented; (iii) the advice of legal counsel for the Company or Another Enterprise; or (iv) information or records given or reports made to the Company or Another Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 4.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in Sections 3.1, 3.2 or 3.3 hereof, as the case may be. 4.5 Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 3.1 or 3.2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 4.5, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, and (ii) the expiration of 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, and (iii) the settlement of any action, suit or proceeding under Sections 3.1 or 3.2 hereof pursuant to which the Indemnitee pays less than 30% of the amounts claimed in the action, suit or proceeding.

Authorization of Indemnification. 4.1 Any indemnification under Sections 3.1, 3.2 and 3.3 hereof (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 (the “Determination”) that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable requirements set forth in Section 3.1any threatened, 3.2 and 3.3 hereof, as the case may be. Subject to Sections 6.6 and 8 of this Agreement, the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of priority: (i) first, by the Board by majority vote of the directors who are not named parties to such pending or completed action, suit or proceeding proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the corporation or otherwise (the a “Disinterested Directorsproceeding”) (even if less than a quorum); or (ii) next, by majority vote 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 or agent of another corporation or of a committee consisting solely of two partnership, joint venture, trust or more Disinterested Directors duly designatedother enterprise, for purposes of making a Determination, by a majority vote of such Disinterested Directors; or (iii) next, if there are no Disinterested Directors or a majority vote of the Disinterested Directors so directs, by any independent legal counsel (who may be any outside counsel regularly employed by the Company), selected by a majority vote of the Disinterested Directors (if any) or the Board (if there are no Disinterested Directors), in a written opinion by such counsel, which opinion will be addressed to the Company and delivered to both the Company and the Indemnitee; or (iv) finally, if such legal counsel determination cannot be obtained, by vote of the stockholders. If the Determination is made by independent legal counsel, the decision as to the reasonableness of expenses shall also be made by independent legal counsel. The finding required by this Section 4.1 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought. 4.2 The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful. 4.3 The Indemnitee’s conduct including service with respect to an employee benefit plan for (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a purpose the Indemnitee reasonably believed to be director, officer, employee or agent or in the interests of the participants in and beneficiaries of the plan any other capacity while serving as a director, officer, employee or agent, shall be deemed to be conduct that the Indemnitee reasonably believed to be not opposed to the best interests of the Company. 4.4 For purposes of any Determination hereunder, the Indemnitee (and shall be deemed to have acted in good faith a contractual right to be) indemnified and in a manner held harmless by the Indemnitee reasonably believed to be in or not opposed corporation (and any successor to the best interests of the Company, or, with respect to any criminal action corporation by merger or proceeding, to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if the Indemnitee’s action is based on (iotherwise) the records or books of account of the Company or Another Enterprise, including financial statements, provided that the Indemnitee has no reasonable basis to doubt the authenticity or reliability of such records or books of account for purposes of such action; (ii) information supplied to the Indemnitee by fullest extent authorized by, and subject to the officers or agents of the Company or Another Enterprise conditions and (except as provided herein) procedures set forth in the course of their dutiesDelaware General Corporation Law, and whom as the Indemnitee reasonably believes to same exists or may hereafter be reliable and competent in the matters presented; amended (iii) the advice of legal counsel for the Company or Another Enterprise; or (iv) information or records given or reports made to the Company or Another Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 4.4 but any such amendment shall not be deemed to be exclusive 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 attorney’s fees, judgments, fines, ERISA taxes or penalties and amounts paid or to limit be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph 7.2 hereof with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any way such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee (except for a suit or action pursuant to subsection 7.2) only if such proceeding (or part thereof) was authorized by the other circumstances in which board of directors of the Indemnitee corporation. Persons who are not directors or officers of the corporation may be deemed to have met the applicable standard similarly indemnified in respect of conduct set forth in Sections 3.1, 3.2 or 3.3 hereof, as the case may be. 4.5 Notwithstanding any other provision of this Agreement, such service to the extent that authorized at any time by the Indemnitee has been successful on board of directors of the merits or otherwise corporation. The right to indemnification conferred in this subsection 7.1 shall be a contract right and shall include the right to be paid by the corporation (and such successor) the expenses (including attorney’s fees) incurred in the defense of or other involvement in any actionsuch proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, suit or proceeding described in Sections 3.1 or 3.2 hereofhowever, or in defense of any claimthat, issue or matter thereinif and to the extent the Delaware General Corporation Law requires, the Indemnitee advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which services was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter, an “undertaking”) by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined by a final adjudication from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified against Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of under this Section 4.5, the term “successful on the merits subsection 7.1 or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, and (ii) the expiration of 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement.

Authorization of Indemnification. 4.1 (a) Any indemnification under Sections 3.1Section 1, 3.2 and 3.3 hereof (unless ordered pursuant to a determination by a court) , 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 requirements standards of conduct set forth in Section 3.1, 3.2 1 and 3.3 hereof, as that the case may be. Subject to Sections 6.6 and 8 of this Agreement, amount thereof is reasonable (the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of priority"Determination") made: (i) firstby the Corporation's Board of Directors (the "Board") by majority vote or consent of a quorum consisting of directors who are not, at the time of the Determination, named parties to the proceeding that is the subject of the Determination ("Disinterested Directors"); (ii) by majority vote or consent of a committee duly designated by the Board by majority vote of the (in which designation directors who are not named parties to such action, suit or proceeding (the “Disinterested Directors”Directors may participate) (even if less than a quorum); or (ii) next, by majority vote of a committee consisting solely of two or more Disinterested Directors duly Directors; (iii) by independent legal counsel selected by the Board pursuant to a majority vote as described in subparagraph (i), by the committee described in subparagraph (ii), or, if the quorum contemplated by subparagraph (i) cannot be obtained and the committee cannot be designated, for purposes of making a Determination, by a majority vote of such Disinterested Directors; or (iii) next, if there the full Board in which directors who are no not Disinterested Directors or a majority vote of the Disinterested Directors so directs, by any independent legal counsel (who may be any outside counsel regularly employed by the Company), selected by a majority vote of the Disinterested Directors (if any) or the Board (if there are no Disinterested Directors), in a written opinion by such counsel, which opinion will be addressed to the Company and delivered to both the Company and the Indemniteeparticipate; or (iv) finallyby the Corporation's shareholders by a vote or consent of a majority of a quorum consisting of shareholders who are not, at the time of the Determination, parties to the proceeding subject to the Determination or, if no such legal counsel determination cannot be obtainedquorum is obtainable, by a majority vote of the stockholders. If the Determination is made by independent legal counsel, the decision as shareholders who are not parties to the reasonableness of expenses shall also be made by independent legal counsel. The finding required by this Section 4.1 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is soughtsuch proceeding. 4.2 (b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation or, and with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his conduct was unlawful. 4.3 (c) The Indemnitee’s 's conduct with respect to an employee benefit plan for a purpose the Indemnitee he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation. 4.4 (d) For purposes of any Determination hereunder, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe the Indemnitee’s his conduct was unlawful, if the Indemnitee’s his action is based on upon (i) the records or books of account of the Company Corporation or Another Enterpriseanother enterprise, including financial statements, provided that the Indemnitee has no reasonable basis to doubt the authenticity or reliability of such records or books of account for purposes of such action; (ii) information supplied to the Indemnitee him by the officers or agents of the Company Corporation or Another Enterprise another enterprise in the course of their duties, and whom the Indemnitee reasonably believes to be reliable and competent in the matters presented; (iii) the advice of legal counsel for the Company Corporation or Another Enterprise; another enterprise, or (iv) information or records given or reports made to the Company Corporation or Another Enterprise another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this paragraph shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of the Corporation as an officer, director, partner, trustee, employee, adviser or agent. The provisions of this Section 4.4 paragraph shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in Sections 3.1, 3.2 or 3.3 hereof, as the case may beSection 1. 4.5 Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 3.1 or 3.2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 4.5, the term “successful on the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, and (ii) the expiration of 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement.

Authorization of Indemnification. 4.1 (a) Any indemnification under Sections 3.1, 3.2 and 3.3 hereof this Article VIII (unless ordered by a court) shall be made by the Company Corporation only as authorized in the specific case upon a determination (the “Determination”) that indemnification of the Indemnitee person seeking indemnification is proper in the circumstances because the Indemnitee he has met the applicable requirements set forth in Section 3.1, 3.2 and 3.3 hereof, as the case may be. Subject to Sections 6.6 and 8 of this Agreement, the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of priority: (i) first, by the Board by majority vote of the directors who are not named parties to such action, suit or proceeding (the “Disinterested Directors”) (even if less than a quorum); or (ii) next, by majority vote of a committee consisting solely of two or more Disinterested Directors duly designated, for purposes of making a Determination, by a majority vote of such Disinterested Directors; or (iii) next, if there are no Disinterested Directors or a majority vote of the Disinterested Directors so directs, by any independent legal counsel (who may be any outside counsel regularly employed by the Company), selected by a majority vote of the Disinterested Directors (if any) or the Board (if there are no Disinterested Directors), in a written opinion by such counsel, which opinion will be addressed to the Company and delivered to both the Company and the Indemnitee; or (iv) finally, if such legal counsel determination cannot be obtained, by vote of the stockholders. If the Determination is made by independent legal counsel, the decision as to the reasonableness of expenses shall also be made by independent legal counsel. The finding required by this Section 4.1 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought. 4.2 The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful. 4.3 The Indemnitee’s conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be deemed to be conduct that the Indemnitee reasonably believed to be not opposed to the best interests of the Company. 4.4 For purposes of any Determination hereunder, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if the Indemnitee’s action is based on (i) the records or books of account of the Company or Another Enterprise, including financial statements, provided that the Indemnitee has no reasonable basis to doubt the authenticity or reliability of such records or books of account for purposes of such action; (ii) information supplied to the Indemnitee by the officers or agents of the Company or Another Enterprise in the course of their duties, and whom the Indemnitee reasonably believes to be reliable and competent in the matters presented; (iii) the advice of legal counsel for the Company or Another Enterprise; or (iv) information or records given or reports made to the Company or Another Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 4.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in Sections 3.1, 3.2 Section 1 or 3.3 hereof2 of this Article VIII, as the case may be. 4.5 Notwithstanding any other provision . Such determination (and determinations under Sections 5 and 6 of this Agreement, Article VIII) shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the extent action, suit, proceeding or claim with respect to which indemnification is sought ("disinterested directors"), or (ii) if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, in a written opinion of independent legal counsel chosen by the Board of Directors, or (iii) by the stockholders; provided, however, that if a Change in Control (as defined in this Section 3) has occurred and the Indemnitee person seeking indemnification so requests, such determination (and determination under Sections 5 and 6 of this Article VIII) shall be made in a written opinion rendered by independent legal counsel chosen by the person seeking indemnification and not reasonably objected to by the Board of Directors (whose fees and expenses shall be paid by the Corporation). To the extent, however, that a director, officer, employee or trustee or former director, officer, employee or trustee has been successful on the merits or otherwise in defense of any action, suit suit, proceeding or proceeding claim described in Sections 3.1 or 3.2 hereofabove, or in defense of any claim, issue or matter therein, the Indemnitee he shall be indemnified against Losses expenses (including attorney's fees and expenses) incurred by him in connection with therewith, without the investigation, defense, settlement or appeal thereof. necessity of authorization in the specific case. (b) For purposes of this the proviso to the second sentence of Section 4.53(a), "independent legal counsel" shall mean legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, the term “successful on Mutual Company or the merits or otherwise” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against person seeking indemnification within the Indemnitee without any express finding of liability or guilt against the Indemnitee, and (ii) the expiration of 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlementprevious three years.