Common use of Determination of Good Faith Clause in Contracts

Determination of Good Faith. 1. Indemnitee will not be deemed to have acted in Good Faith if such is proven by clear and convincing evidence by the Corporation in one of the forums listed below. Such Indemnitee subject to a claim by the Corporation that he has not acted in Good Faith shall be entitled to select from among the following forums in which the validity of the Corporation's claim will be heard: (a) The Disinterested Directors, which shall make such determination by majority vote; (b) The shareholders of the Corporation, which shall make such determination by majority vote; or (c) A panel of three arbitrators, one of whom is selected by the Corporation, another of whom is selected by such Indemnitee and the last of whom is selected by the first two arbitrators so selected. 2. As soon as practicable, and in no event later than thirty (30) days after written notice of such Indemnitee's choice of forum pursuant to this Section IV.E, the Corporation shall, at its own expense, submit to the selected forum in such manner as such Indemnitee or such Indemnitee's counsel may reasonably request, its claim that such Indemnitee is not entitled to indemnification, and the Corporation shall act in the utmost good faith to assure such Indemnitee a complete opportunity to defend against such claim. The fees and Expenses of the selected forum in connection with making the determination contemplated hereunder shall be paid by the Corporation, and, to the extent Indemnitee is found not to have a right to indemnification hereunder, by Indemnitee. If the Corporation shall fail to submit the matter to the selected forum within thirty (30) days after such Indemnitee's written notice or if the forum so empowered to make the determination shall have failed to make the requested determination within thirty (30) days after the matter has been submitted to it by the Corporation, the requisite determination that such Indemnitee has the right to indemnification shall be deemed to have been made.