Common use of Determination of Entitlement to Indemnification Clause in Contracts

Determination of Entitlement to Indemnification. Any indemnification under Section 7.3, 7.4, or 7.5 hereof (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 Covered Person is proper in the circumstances because such person has either met the applicable standard of conduct set forth in Section 7.3 or 7.4 or has been successful on the merits or otherwise as set forth in Section 7.5 and that the amount requested has been actually and reasonably incurred. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such third party or corporate proceeding; or (b) If such quorum is not obtainable or, even if obtainable, a majority vote of such a quorum so directs, by independent legal counsel in a written opinion; or (c) By the Member.