Common use of Award of Indemnification Clause in Contracts

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members or (c) by the holders of all of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company ------------------------ is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members or (c) by the holders of all a majority of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members or (c) by the holders of all a majority of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members or (c) by the holders of all of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged obligated to pay the indemnification applied for by a the Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the applicationapplication from the Manager the Members holding all of the Membership Interests determine that the Manager is not entitled to such indemnification or the Company is otherwise prohibited from granting such indemnification, provided that, in the event the Manager seeks indemnification in connection with a claim that the Manager received an improper personal benefit or would be liable to the Company under Section 5.9, the Members shall not approve any indemnification unless and until a final determination has been made that the Manager did not receive any improper personal benefit or is not liable to the Company. If indemnification is denied, the applicant Manager seeking indemnification may seek request an independent determination of its right rights to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant Manager was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company Company, in which a the Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such the Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such the Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager Member hereunder and any award of indemnification shall be made in each instance by (a) by a majority of the Managers Members who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members Members, or (c) by the holders of all a majority of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager Member unless there is an adverse determination (as provided above) within forty-five (45) 45 days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager Member is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager Member only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager Member is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members Members, or (c) by the holders of all a majority of the Membership Interests of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its his right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such said Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such said Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority any of the Managers Manager who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers Manager or the Members or (c) by the holders of all a majority of the Membership Interests Shares of the Members who are not parties to the proceeding in question. The Company shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company LLC is ------------------------- authorized to indemnify a Manager hereunder and any award of indemnification shall be made in each instance (a) by a majority of the Managers who are not parties to the proceeding in question, (b) by independent legal counsel appointed by the Managers or the Members Members, or (c) by the holders of all a majority of the Membership Interests of the Members who are not parties to the proceeding in question. The Company LLC shall be obliged to pay indemnification applied for by a Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company LLC shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company LLC in which a Manager is adjudged liable to the CompanyLLC, indemnification hereunder shall be provided to such said Manager only upon a determination by a court having jurisdiction (or, if binding arbitration is agreed to, the arbitration thereof) that in view of all the circumstances of the case, such said Manager is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.

Award of Indemnification. The determination of whether the Company is ------------------------- authorized to indemnify a Manager the Indemnified Persons hereunder and any award of indemnification shall be made in each instance (a) if there is more than one Indemnified Person, by a majority of the Managers votes held by Directors who are not parties to the proceeding in question, question or (b) by independent legal counsel appointed by the Managers such Directors or the Members or (c) by the holders of all of the Membership Interests of the Members who are not parties to the proceeding in questiona Majority Interest. The Company shall be obliged to pay indemnification applied for by a Manager the Indemnified Persons unless there is an adverse determination (as provided above) within forty-five (45) days after the application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court, and in such event, the Company shall have the burden of proving that the applicant was ineligible for indemnification under this Article. Article V. Notwithstanding the foregoing, in the case of a proceeding by or in the right of the Company in which a Manager the Indemnified Person is adjudged liable to the Company, indemnification hereunder shall be provided to such Manager only upon a determination by a court having jurisdiction that in view of all the circumstances of the case, such Manager the Indemnified Person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.