Common use of Determination of Entitlement to Indemnification Clause in Contracts

Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: i. A majority of the Independent Directors even though less than a quorum; ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or iii. Independent Counsel, who shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decided, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, or (ii) a majority of the Independent Directors (even though less than a quorum) approve of the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed or conditioned. The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “Reviewing Party.” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel.

Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: i. A majority of the Independent Directors even though less than a quorum; ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or iii. Independent Counsel, who shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decided, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, or (ii) a majority of the Independent Directors (even though less than a quorum) approve of the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed or conditioned. The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “"Reviewing Party.” " Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel.

Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: i. A majority of the Independent Directors even though less than a quorum; ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or iii. Independent Counsel, who shall make such determination in a written opinion. iv. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decided, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, or (ii) a majority of the Independent Directors (even though less than a quorum) approve of the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed or conditioned. The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “Reviewing Party.” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel.

Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: i. a. A majority of the Independent Directors even though less than a quorum; ii. b. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or iii. c. Independent CounselCounsel selected by Indemnitee and approved by the Board, who which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decidedmade, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, Directors or (ii) unless a majority of the Independent Directors (even though less than a quorum) approve of agree to the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed or conditioned. The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “Reviewing Party.” ”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent CounselCounsel selected in the manner provided in c. above.

Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: i. A majority of the Independent Directors Directors, even though less than a quorum; ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or iii. Independent Counsel, who shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decided, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, or (ii) a majority of the Independent Directors (even though less than a quorum) approve of the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed delayed, or conditioned. The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “Reviewing Party.” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel.