Common use of Determination of Entitlement to Indemnification Clause in Contracts

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI (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, officer, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such 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. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI 7 (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that (a) indemnification has been approved by the Board of Directors and (b) indemnification of the present or former director, officer, employee or agent Covered Person is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware7. Such determination under subsection (b) shall be made, with respect to a person who is a director Director or officer of the Corporation Company at the time of such determination, (i) by a majority vote of the directors Directors who are not parties to such Proceeding, even though less than a quorum; (ii) by a committee of such directors Directors designated by majority vote of such directorsDirectors, 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; or (iv) by the stockholdersMembers. Such determination under subsection (b) shall be made, with respect to any person who is not a director Director or officer of the Corporation Company at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such personPerson) or in the manner set forth in any agreement to which such person Person and the Corporation Company are parties.. 7.7

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI 7 (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, employee or agent Covered Person is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware7. Such determination shall be made, with respect to a person who is a director Manager or officer of the Corporation Company at the time of such determination, (i) by a majority vote of the directors Managers who are not parties to such Proceeding, even though less than a quorum; (ii) by a committee of such directors Managers designated by majority vote of such directorsManagers, even though less than a quorum; (iii) if there are no such directorsManagers, or if such directors Managers so direct, by independent legal counsel in a written opinion; or (iv) by the stockholdersMembers. Such determination shall be made, with respect to any person who is not a director Manager or officer of the Corporation Company at the time of such determination, in the manner determined by the Board of Directors Managers (including in such manner as may be set forth in any general or specific action of the Board of Directors Managers applicable to indemnification claims by such personPerson) or in the manner set forth in any agreement to which such person Person and the Corporation Company are parties.

Determination of Entitlement to Indemnification. Any indemnification required or permitted under pursuant to this Article VI IX (unless ordered by a court) shall be made by the Corporation only as authorized in the a specific case upon a determination that indemnification of the present or former director, officer, employee employee, agent or agent other person is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI IX and Section 145 of the General DGCL or in any separate indemnification agreement between the Corporation Law of the State of Delawareand any such director, officer, employee, agent or other person. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (ia) by a majority vote of the directors who are not parties to such Proceeding, Proceeding even though less than a quorum; (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; or (ivd) by the stockholders. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI 7 (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that (a) indemnification has been approved by the Board of Directors and (b) indemnification of the present or former director, officer, employee or agent Covered Person is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware7. Such determination under subsection (b) shall be made, with respect to a person who is a director Director or officer of the Corporation Company at the time of such determination, (i) by a majority vote of the directors Directors who are not parties to such Proceeding, even though less than a quorum; (ii) by a committee of such directors Directors designated by majority vote of such directorsDirectors, 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; or (iv) by the stockholdersMembers. Such determination under subsection (b) shall be made, with respect to any person who is not a director Director or officer of the Corporation Company at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such personPerson) or in the manner set forth in any agreement to which such person Person and the Corporation Company are parties.

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI SEVEN (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, officer, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI SEVEN and Section 145 of the General Corporation Law of the State of Delaware. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such Proceedingaction, 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. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI Agreement (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, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI Agreement and Section 145 of the General Corporation Law of the State of Delaware. Such determination shall be made, with respect to a person who is a director or officer of the Corporation Company at the time of such determination, (i) by a majority vote of the directors who are not parties to such Proceedingaction, 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. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation Company at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation Company are parties.