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 a majority of the Membership Interests of the Members who are not parties to the proceeding in question.. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court having jurisdiction, and in such event, the applicant shall have the burden of proving that the applicant was eligible 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 a majority of the Membership Interests of the Members who are not parties to the proceeding in question.. . If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court having jurisdiction, and in such event, the applicant shall have the burden of proving that the applicant was eligible 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, or (b) by independent legal counsel appointed by the Managers or the Members or (c) Managers. The Company shall be obligated to pay indemnification applied for by the holders of a majority of Manager unless there is an adverse determination (as provided above) within forty-five (45) days after the Membership Interests of the Members who are not parties to the proceeding in question.. application. If indemnification is denied, the applicant may seek an independent determination of its right to indemnification by a court having jurisdictioncourt, and in such event, the applicant Company shall have the burden of proving that the applicant was eligible 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 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.