Common use of Determination of Conduct Clause in Contracts

Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article X (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 manager, director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Such determination shall be made by the Member, or, if the Member so elects, by independent legal counsel in a written opinion.

Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article X Section 14.2 (unless ordered by a courtcourt as referred to in such Section) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the manager, director, officer, employee Member or agent officer of the Company is proper in the circumstances because he such Member or officer has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Section 14.2. Such determination shall be made by the MemberMembers by a vote of a majority-in-interest of Members, orwhether or not constituting a quorum, if the Member so elects, by independent legal counsel in a written opinionwho were not parties to such Proceeding.

Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article X paragraph 8.02(b) or (c) (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 manager, director, officer, employee or agent Executive is proper in the circumstances because he she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. paragraph 8.02(b) or (c). Such determination shall be made by the MemberCompany's chief executive officer, or, if the Member chief executive officer so elects, by independent legal counsel in a written opinion.

Determination of Conduct. Any indemnification under Sections 1 7.2 and 2 7.3 of this Article X VII, (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 managerOfficer, director, officer, employee Director or agent Agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 7.2 and 2 7.3 of this Article X. VII. Such determination shall be made by the Member, or, if the Member so elects, Board of Directors by independent legal counsel in a written opinionmajority vote of directors.