Determination of Indemnification. A determination of whether Director is entitled to indemnification under Section 5.1 shall be made:
(a) by the Board of Directors of the Company by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;
(b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, at the time of the vote, are not named defendants or respondents in the proceeding;
(c) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in paragraphs (a) or (b) of this Section 5.3, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or
(d) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The Board of Directors, independent legal counsel or shareholders, as the case may be, shall make such determination of indemnification under paragraphs (a) through (d) of this Section 5.3 in accordance with the following procedure:
(e) Director may submit to the Board of Directors a Request for Indemnification, substantially in the form of Exhibit A attached hereto, in which the Director requests indemnification from the Company pursuant to this Agreement and states that he has met the standard of conduct required for indemnification under Section 5.
(f) The Director’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Director has met the requirements set forth in Section 5 and, therefore, is entitled to indemnification hereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days after submission of the Request for Indemnification, specifically that the Director is so entitled unless they possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Director with particularity.
Determination of Indemnification. (a) Notwithstanding any other provision of this Agreement (i) the obligations of the Company under Section 1 shall be subject to the condition that the Reviewing Party shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 4(c) is involved) that Indemnitee would be permitted to be indemnified under this Agreement, (ii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be subject to the condition that, if, when and to the extent that it is finally determined that Indemnitee would not be permitted to be indemnified for such expenses under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees and undertakes to reimburse the Company) for all such amounts theretofore paid, and (iii) the obligation of the Company to make an expense advance pursuant to Section 3 shall be made without regard to the Indemnitee's ability to repay the amount advanced and without regard to the Indemnitee's ultimate entitlement to indemnification under this Agreement or otherwise. Indemnitee's obligation to reimburse the Company for expense advances shall be unsecured and no interest shall be charged thereon.
(b) The Reviewing Party shall be selected by the Board of Directors, provided, however, that if there has been a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 4(c). If there has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, the Reviewing Party shall be deemed to have made a determination that it is permissible to indemnify Indemnitee under this Agreement.
(c) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and such Independent Legal Counsel shall determine whether the director or officer is entitled to indemnification for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, a...
Determination of Indemnification. Any indemnification under Section 6.1 of this Article (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 director, officer, employee or agent is proper under the circumstances. Such determinations 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 action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the Member.
Determination of Indemnification. Any indemnification under Section 9.2 shall be paid by the Company in any specific case only after a determination that the Manager or Indemnified Officer did not act in a manner, at the time the activities were taken, that was known or believed by him to be clearly in conflict with the best interests of the Company. such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Managers of the Company who are not or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“Disinterested Managers”), even though less than a quorum, or (h) if a majority (but not less than two) of Disinterested Managers so direct, by independent legal counsel in a written opinion, or (c) if there are less than two Disinterested Managers, by the affirmative vote of all of the Managers, or (d) by the vote of a majority of all of the voting shares other than those owned or controlled by Managers or Indemnified Officers who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting shares, or (e) by a court of competent jurisdiction.
Determination of Indemnification. A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the Covered Person was not liable by reason of Disabling Conduct by (a) a vote of a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the proceeding (the “Disinterested Trustees”), or (b) an independent legal counsel in a written opinion.
Determination of Indemnification. A determination that indemnification is available pursuant to sub sections (a) and/or (b) shall be made by the Manager(s) or, if the Manager(s) is the subject of the proceedings for which indemnification is sought, by independent counsel.
Determination of Indemnification. Indemnitee's entitlement to indemnification shall be determined by the Member. If the Individual or Individuals empowered to determine entitlement to indemnification shall not have made and furnished to Indemnitee in writing a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by law. The termination of any Proceeding or of any Matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful, ARTICLE XI Merger and Consolidation Section
Determination of Indemnification. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.
Determination of Indemnification. A determination that indemnification of a Person is proper, and the Person has met the applicable standard of conduct set forth in Section 2, or advancement of expenses is appropriate pursuant to Section 7, must be made by the Chief Legal Officer of the Company. In making any determination as to whether an indemnification of a Person is proper, the Chief Legal Officer must first consult with either the General Counsel of Prudential Financial, Inc. or the Law Department of The Prudential Insurance Company of America, dependant upon the following circumstances
Determination of Indemnification. Any indemnification under Section 8.2(a) or (b) (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 Member, Manager or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.2(a) or (b), respectively. Such determination shall be made (i) by a majority vote of the Managers who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such Managers, or if such Managers so direct, by independent legal counsel in a written opinion, or (iii) by the Members.
