Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Agreement (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 Representative, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 18.1 or Section 18.2 of this Agreement, as the case may be. Such determination shall be made (a) by the Management Committee by a majority vote of a quorum consisting of Representatives who were not parties to or financially interested in such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Representatives so directs, by independent legal counsel in a written opinion, or (c) by the Members. To the extent, however, that a Representative, officer, employee or agent 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 person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Agreement Article VIII (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 Representative, officer, employee director or agent officer is proper in the circumstances because such person he has met the applicable standard of conduct set forth in Section 18.1 1 or Section 18.2 2 of this AgreementArticle VIII, as the case may be. Such Subject to Section 6 of Article III, such determination shall be made (ai) by the Management Committee Board of Directors by a majority vote of a quorum consisting of Representatives directors who were not parties to or financially interested in such action, action suit or proceeding, or (bii) if such a quorum is not obtainable, or, even if obtainable obtainable, a quorum of disinterested Representatives directors so directs, by independent legal counsel in a written opinion, or (ciii) by the Membersstockholders. To the extent, however, that a Representative, officer, employee director or agent 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 person he shall be indemnified against 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 Agreement Article 6 (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 Representativedirector, officer, employee or agent is proper in the circumstances because such the person has met the applicable standard of conduct set forth in Section 18.1 6.1 or Section 18.2 of this Agreement6.2, as the case may be. Such determination shall be made (ai) by the Management Committee Board of Directors by a majority vote of a quorum consisting of Representatives directors who were not parties to or financially interested in such action, suit or proceeding, or (bii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Representatives directors so directs, by independent legal counsel in a written opinion, or (ciii) by the MembersMember(s). To the extent, however, that a Representativedirector, officer, employee or agent 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 the person shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by the person in connection therewith, without the necessity of authorization in the specific case.