Common use of Determination of Indemnification Clause in Contracts

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 6.1 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 in the circumstances. Such determinations shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors 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 Directors so directs, by independent legal counsel in a written opinion, or (c) by the Membermembers.