Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 2 or Section 3 of this Article X, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (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 stockholders. To the extent, however, that a 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, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X Section 3.14 (a) or (b) (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the present or former director Officer or officer Director is proper in the circumstances because he such Covered Person has met the applicable standard of conduct set forth in Section 2 3.14(a) or Section 3 of this Article X3.14(b), as the case may be. Such determination shall be made, made with respect to a person who is a director or officer at the time of such determinationCovered Persons, (i) by a majority vote of the directors Directors who were 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 directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by majority vote of the stockholdersMembers. To the extent, however, extent that a director present or officer of the Corporation former Director or Officer 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, he such Covered Person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him such Covered Person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under Section 6.2 or Section 6.3 this Article X (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director director, officer, employee or officer agent is proper in the circumstances because he such person has met the applicable standard of conduct set forth in Section 2 or 6.2 and Section 3 6.3 of this Article XArticle, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, made (ia) by a majority vote of the directors who were are not parties to such action, suit or proceeding, even though less than a quorum, or (iib) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion, or (ivd) by the stockholders. To the extent, however, extent that a director director, officer, employee or officer agent 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, he such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X VIII (unless ordered by a court) shall be made by the Corporation only as authorized unless in the specific case upon a determination is made that indemnification of the present director, officer, employee or former director or officer agent is not proper in the circumstances because he such person has not met the applicable standard of conduct set forth in Section 2 1 or Section 3 2 of this Article XVIII, as the case may be. Such determination shall may be made, with respect to a person who is a director or officer at the time of such determination, made (i) by a majority vote of the directors who were 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 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 opinion; or (iv) by the stockholders. To the extent, however, that a director director, officer, employee or officer agent 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, he such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he such person has met the applicable standard of conduct set forth in Section 2 or Section 3 145 of this Article X, as the case may beDGCL. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, made (i) by a majority vote of the directors who were 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 stockholders. .. To the extent, however, that a 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, he such person shall be indemnified against all expenses (including attorneys’ ' fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X IX (unless ordered by a court) shall may be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he such director or officer has met the applicable standard of conduct set forth in Section 2 Sections 9.1 or Section 3 of this Article X9.2, as the case may be. Such determination shall must be made, made with respect to a person who is a director or officer at the time of such determination, : (i) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, ; (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, ; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion; or (iv) by the stockholders. To the extent, however, that a present or former 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, he shall or she must be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the present or former director Director or officer Officer is proper in the circumstances because he such person has met the applicable standard of conduct set forth in Section 2 10.2 or Section 3 of this Article X10.3, as the case may be. Such determination shall be made, with respect to a person who is a director Director or officer Officer at the time of such determination, (i) by a majority vote of the directors Directors who were 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 majority vote of such directors, even though less than a quorum, (iii) if there are no such directorsDirectors, or if such directors Directors so direct, by independent legal counsel in a written opinion opinion, or (iviii) by the stockholdersMembers. Such determination shall be made, with respect to former Directors and Officers, by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that a director present or officer former Director or Officer of the Corporation 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, he such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article X VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he such person has met the applicable standard of conduct set forth in Section 2 8.1 or Section 3 of this Article X8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by the affirmative vote of a majority vote of the directors who were 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 stockholders collectively holding a majority of the stockholdersvoting power of the shares entitled to vote in connection with the election of directors of the Corporation. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former 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, he such person shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization in the specific case.