Common use of Determination of Indemnification Clause in Contracts

Determination of Indemnification. The Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 145(d) of the DGCL. If entitlement to indemnification is to be determined by Independent Counsel, the Company shall furnish notice to the Indemnitee within 10 days after receipt of the request for indemnification, specifying the identity and address of the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement to indemnification shall be deemed to have been made, and the Indemnitee shall be entitled to such indemnification unless the 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.

Determination of Indemnification. The Indemnitee(a) If the Board authorizes an Authority to determine the Executive’s entitlement right to indemnification pursuant to Paragraph 3, then the Executive shall have the absolute discretionary authority to select one of the following as such Authority: (i) An Independent Legal Counsel mutually selected by the Executive and by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board; provided that if a Change of Control shall have occurred, such counsel shall be determined selected solely by the Executive; (ii) A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Milwaukee, Wisconsin; provided, that (A) the first arbitrator shall be selected by the Executive, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board, and the third arbitrator shall be selected by the two previously selected arbitrators; and (B) in all other respects, such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules; or (iii) A court pursuant to and in accordance with Section 145(d) Sections 180.0854 and 180.0855 of the DGCL. If entitlement to Statute. (b) In any determination by the selected Authority, there shall exist a rebuttable presumption that the Executive’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is to be determined by Independent Counsel, the Company shall furnish notice to the Indemnitee within 10 days after receipt of the request for indemnification, specifying the identity and address of the Independent Counselrequired. The Indemnitee may, within fourteen days after receipt burden of rebutting such written notice of selection, deliver to the Company a written objection to such selection. Such objection may presumption by clear and convincing evidence shall be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any such other court of competent jurisdiction for party asserting that such indemnification should not be allowed. (c) The Authority shall make a determination that within sixty days of being selected and shall submit a written opinion of its conclusion simultaneously to both the objection is without a reasonable basis and/or for Company and the appointment of Independent Counsel selected by Executive. If the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification Authority shall not have made and furnished to the Indemnitee in writing a determination of whether within such sixty-day period, then it shall be conclusively presumed for all purposes that the Indemnitee is entitled Authority has determined that the Executive has a right to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement pursuant to indemnification shall be deemed to have been made, Paragraph 3 and the Indemnitee Executive shall be entitled to such indemnification unless indemnification, absent (1) a misstatement by the Indemnitee knowingly misrepresented Executive of a material fact, or an omission of a material fact necessary to make the Executive’s statement not materially misleading, 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 convictionindemnification, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided ii) an express prohibition under applicable law against determining the Executive’s entitlement to indemnification in this Article) of itself adversely affect manner; provided, however, that such sixty-day period may be extended for a reasonable time, not to exceed an additional thirty days, if the right of Indemnitee person, persons or entity making the determination with respect to entitlement to indemnification or create a presumption that Indemnitee did not act in good faith and requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (d) If the Authority determines (or is deemed to have determined) that indemnification is required hereunder, the Company shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Paragraph 5), including interest thereon at a reasonable rate, as determined by the Authority, within ten days of receipt of the Authority’s opinion; provided, that, if it is determined by the Authority that the Executive is entitled to indemnification as to some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Company shall be required to pay (as set forth above) only the amount of such requested amount of Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding. (e) The determination by the Authority that indemnification of the Executive is required hereunder shall be binding upon the Company regardless of any prior determination that the Executive engaged in a manner which he reasonably believed to be Breach of Duty. (f) All Expenses incurred in the determination process under this Paragraph 4 by either the Company or not opposed to the best interests Executive, including, without limitation, all Expenses of the selected Authority, shall be paid by the Company, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Determination of Indemnification. The Indemnitee(a) If the Board authorizes an Authority to determine the Executive’s entitlement right to indemnification pursuant to Paragraph 3, then the Executive shall have the absolute discretionary authority to select one of the following as such Authority: (i) An independent legal counsel; provided, that such counsel shall be determined mutually selected by the Executive and by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board; (ii) A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Milwaukee, Wisconsin; provided, that (A) one arbitrator shall be selected by the Executive, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board, and the third arbitrator shall be selected by the two previously selected arbitrators; and (B) in all other respects, such panel shall be governed by the American arbitration Association’s then existing Commercial Arbitration Rules; or (iii) A court pursuant to and in accordance with Section 145(d) 180.0854 of the DGCLStatute. (b) In any such determination by the selected Authority there shall exist a rebuttable presumption that the Executive’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Company or such other party asserting that such indemnification should not be allowed. (c) The Authority shall make its determination within sixty days of being selected and shall submit a written opinion of its conclusion simultaneously to both the company and the Executive. (d) If entitlement to the Authority determines that indemnification is to be determined by Independent Counselrequired hereunder, the Company shall furnish notice pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Paragraph 5), including interest thereon at a reasonable rate, as determined by the Indemnitee Authority, within 10 ten days after of receipt of the request for indemnificationAuthority’s opinion, specifying provided, that, if it is determined by the identity and address Authority that the Executive is entitled to indemnification as to some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Company shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the Independent Counsel. The Indemnitee may, within fourteen days after receipt circumstances of such written notice Proceeding. (e) The determination by the Authority that indemnification of selection, deliver to the Executive is required hereunder shall be binding upon the Company a written objection to such selection. Such objection may be asserted only on the ground regardless of any prior determination that the Independent Counsel so selected does not meet Executive engaged in a Breach of Duty. (f) All Expenses incurred in the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, determination process under this Paragraph 4 by either the Company or the Indemnitee may petition the Court of Chancery Executive, including, without limitation, all Expenses of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected Authority, shall be paid by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement to indemnification shall be deemed to have been made, and the Indemnitee shall be entitled to such indemnification unless the 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.

Determination of Indemnification. The Indemnitee’s entitlement to 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 accordance with a written opinion, in any case in which the Independent Legal Counsel referred to in Section 145(d4(c) is involved) that Indemnitee would be permitted to be indemnified under this Agreement, (ii) the obligation of the DGCL. If entitlement Company to indemnification 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 determined by Independent Counselindemnified for such expenses under this Agreement, the Company shall furnish notice 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 within 10 days after receipt 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 request for indemnification, specifying Company’s Board of Directors who were directors immediately prior to such Change in Control) the identity and address of Reviewing Party shall be the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver Legal Counsel referred to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertionin Section 4(c). If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a has been no determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except Reviewing Party within the sixty (60) day period referred to in Section 3, the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement to indemnification 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 made, and the Indemnitee shall be entitled to such indemnification unless the Indemnitee knowingly misrepresented approved by 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 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, assessments and other charges paid or payable in connection therewith) under this Agreement or any other agreement or the Articles or Bylaws of the Company now or hereafter in effect relating to indemnification. Such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified for expenses, judgments, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection therewith). The Company agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Independent Legal Counsel pursuant hereto. (d) If a determination denying Indemnitee’s claim is made by a Reviewing Party (other than Independent Legal Counsel), notice of such determination shall disclose with respect to any criminal Proceedingparticularity the reasons for such determination. If a determination denying Indemnitee’s claim is made by Independent Legal Counsel, that Indemnitee had reasonable cause to believe that his conduct was unlawfulthe notice shall include a copy of the related legal opinion of such counsel.

Determination of Indemnification. The determination on behalf of the Corporation that the Indemnitee is not entitled to be indemnified under this Agreement, the Act or the by-laws of the Corporation against any and all Expenses arising out of any Proceeding hereof shall be made by independent legal counsel selected mutually by the Corporation and the Indemnitee’s entitlement . If the Corporation and the Indemnitee cannot agree as to an independent legal counsel to make such determination within 45 days of the Corporation notifying the Indemnitee of its decision that the Indemnitee is not entitled to indemnification shall be determined or, if independent legal counsel selected in accordance with Section 145(d) herewith fails to make a determination as to the right of the DGCL. If entitlement Indemnitee to indemnification is to be determined by Independent Counsel, the Company shall furnish notice to the Indemnitee hereunder within 10 45 days after receipt of the request for indemnification, specifying the identity and address of the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counselthe independent legal counsel, either the Company Indemnitee or the Indemnitee may petition Corporation shall have the Court of Chancery of the State of Delaware or any other right to apply to a court of competent jurisdiction for such a determination. While any determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement to indemnification shall be deemed to have been being made, and the Indemnitee shall be entitled to indemnification in accordance with this Agreement, the Act or the by-laws of the Corporation. Notwithstanding any such indemnification determination, unless the Indemnitee knowingly misrepresented made by a material fact in connection with the request for indemnification or such indemnification is prohibited by law. The termination court of any Proceeding or of any Matter thereincompetent jurisdiction, 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 the Indemnitee to indemnification or advances of costs, charges and expenses as provided in the Agreement, the Act or the by-laws of the Corporation shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving that the Indemnitee is not entitled to indemnification under this Agreement, the Act or the by-laws of the Corporation shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action or proceeding that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation that the Indemnitee has not met such applicable standard of conduct shall be a defence to the action or create a presumption that the Indemnitee did has not act met the applicable standard of conduct. Costs and expenses, including legal fees, reasonably incurred by the Indemnitee in good faith and connection with establishing the Indemnified Party's right to indemnification, in a manner which he reasonably believed to whole or in part, in any such action shall also be in or not opposed to indemnified by the best interests of the Company, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawfulCorporation.

Determination of Indemnification. The Indemnitee’s 's entitlement to indemnification shall be determined in accordance with Section 145(d) of the DGCL. If entitlement to indemnification is to be determined by Independent Counsel, the Company shall furnish notice to the Indemnitee within 10 ten days after receipt of the request for indemnification, specifying the identity and address of the Independent Counsel. The Indemnitee may, within fourteen 14 days after receipt of such written notice of selection, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered authorized under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s 's request therefor, a determination of entitlement to indemnification shall be deemed to have been made, and the Indemnitee shall be entitled to such indemnification unless the 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 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.

Determination of Indemnification. The Indemnitee’s entitlement a. Subject to indemnification Section 12, (i) the obligations of Sprint under Section 1 shall be subject to the condition that the Reviewing Party shall have determined (in accordance with a written opinion, in any case in which Independent Legal Counsel makes the determination under this Section 145(d4) of the DGCL. If entitlement to indemnification is that Indemnitee would be permitted to be indemnified under applicable law, and (ii) the obligation of Sprint 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 applicable law, Sprint shall be entitled to be reimbursed by Independent CounselIndemnitee (who hereby agrees to reimburse Sprint) for all such amounts theretofore paid. Indemnitee's obligation to reimburse Sprint for expense advances shall be unsecured and no interest shall be charged thereon. b. If there has not been a Change in Control or if there has been a Change in Control which has been approved by a majority of Sprint's Board of Directors who were directors immediately prior to such Change in Control, the Company Reviewing Party shall furnish notice be selected by the Board of Directors, and if there has been a Change in Control (other than a Change in Control which has been approved by a majority of Sprint's Board of Directors who were directors immediately prior to such Change in Control) the Indemnitee within 10 days after receipt of the request for indemnification, specifying the identity and address of Reviewing Party shall be the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver Legal Counsel referred to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertionin Section 4(c). If there is an objection has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for Reviewing Party shall be deemed to have made a determination that the objection it is without permissible to indemnify Indemnitee under applicable law. c. Sprint agrees that if there is a reasonable basis and/or for the appointment Change in Control of Sprint (other than a Change in Control which has been approved by a majority of Sprint's Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made Indemnitee and approved by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification Sprint (which approval shall not have made be unreasonably withheld) and furnished to the Indemnitee in writing a determination of such Independent Legal Counsel shall determine whether the Indemnitee is entitled to indemnification within 30 days after receipt by under this Agreement or any other agreement or Articles of Incorporation or Bylaws of Sprint now or hereafter in effect relating to indemnification. If Independent Legal Counsel is making the Company determination under this Section 4, such Independent Legal Counsel shall render its written opinion to Sprint and Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified. Sprint agrees to pay the reasonable fees of the Indemnitee’s request thereforIndependent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys' fees), a determination claims, liabilities and damages arising out of entitlement or relating to indemnification shall be deemed to have been made, and this Agreement or the Indemnitee shall be entitled to such indemnification unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by law. The termination engagement 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 unlawfulIndependent Legal Counsel pursuant hereto.

Determination of Indemnification. The a. Subject to Section 12, (i) the obligations of Sprint Nextel 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 Independent Legal Counsel makes the determination under this Section 4) that Indemnitee would be permitted to be indemnified under applicable law, and (ii) the obligation of Sprint Nextel 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 applicable law, Sprint Nextel shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Sprint Nextel) for all such amounts theretofore paid. Indemnitee’s entitlement obligation to indemnification reimburse Sprint Nextel for expense advances shall be determined unsecured and no interest shall be charged thereon. b. If there has not been a Change in accordance with Section 145(d) Control or if there has been a Change in Control which has been approved by a majority of the DGCL. If entitlement Sprint Nextel’s Board of Directors who were directors immediately prior to indemnification is to be determined by Independent Counselsuch Change in Control, the Company Reviewing Party shall furnish notice be selected by the Board of Directors, and if there has been a Change in Control (other than a Change in Control which has been approved by a majority of Sprint Nextel’s Board of Directors who were directors immediately prior to such Change in Control) the Indemnitee within 10 days after receipt of the request for indemnification, specifying the identity and address of Reviewing Party shall be the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver Legal Counsel referred to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertionin Section 4(c). If there is an objection has been no determination by the Reviewing Party within the sixty (60) day period referred to in Section 3, the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for Reviewing Party shall be deemed to have made a determination that the objection it is without permissible to indemnify Indemnitee under applicable law. c. Sprint Nextel agrees that if there is a reasonable basis and/or for the appointment Change in Control of Sprint Nextel (other than a Change in Control which has been approved by a majority of Sprint Nextel’s Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made Indemnitee and approved by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification Sprint Nextel (which approval shall not have made be unreasonably withheld) and furnished to the Indemnitee in writing a determination of such Independent Legal Counsel shall determine whether the Indemnitee is entitled to indemnification within 30 days after receipt by under this Agreement or any other agreement or Articles of Incorporation or Bylaws of Sprint Nextel now or hereafter in effect relating to indemnification. If Independent Legal Counsel is making the Company determination under this Section 4, such Independent Legal Counsel shall render its written opinion to Sprint Nextel and Indemnitee as to whether and to what extent the Indemnitee will be permitted to be indemnified. Sprint Nextel agrees to pay the reasonable fees of the Indemnitee’s request thereforIndependent Legal Counsel and to indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys’ fees), a determination claims, liabilities and damages arising out of entitlement or relating to indemnification shall be deemed to have been made, and this Agreement or the Indemnitee shall be entitled to such indemnification unless the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by law. The termination engagement 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 unlawfulIndependent Legal Counsel pursuant hereto.

Determination of Indemnification. The Indemnitee’s entitlement Upon final disposition of a Proceeding for which indemnification is sought pursuant to section 2 or section 3, Indemnitee shall submit promptly (and, in any event, no later than the applicable statute of limitations) to the Board a written request for indemnification averring that he or she met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to section 2 or section 3 shall be determined in accordance with Section 145(d) of the DGCL. If entitlement to indemnification is to be determined made by Independent Counsel, the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee met the applicable standard of conduct. Such determination shall furnish notice to be made in the Indemnitee within 10 days after receipt of the request for indemnificationfollowing manner and, specifying the identity and address of the Independent Counsel. The Indemnitee mayin any event, within fourteen no later than sixty (60) calendar days after receipt of such indemnification request: (a) if a Change in Control has occurred and Indemnitee is not a director or executive officer at the time of such determination, by independent counsel in a written notice of selection, deliver opinion to the Company Board, a copy of which opinion shall be delivered to Indemnitee; and (b) in any other circumstance: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by independent counsel in a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection opinion to the selection Board, a copy of Independent Counsel, either the Company which opinion shall be delivered to Indemnitee; or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected (iv) if so directed by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent CounselBoard, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt by the Company of the Indemnitee’s request therefor, a determination of entitlement to indemnification shall be deemed to have been made, and the Indemnitee shall be entitled to such indemnification unless the 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 stockholders of the Company, and if Indemnitee is determined to be entitled to indemnification, payment to Indemnitee shall be made within thirty days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination (the “Reviewing Party”) with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any criminal Proceedingdocumentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Reviewing Party, that as well as the fees and expenses of any independent counsel acting as the Reviewing Party, shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee had reasonable cause to believe that his conduct was unlawful.harmless therefrom. As used in this subsection 9.1, a

Determination of Indemnification. The Indemnitee’s A Person's entitlement to indemnification shall be determined in accordance with Section 145(d) of the Act and the DGCL. If entitlement to indemnification is to be determined by a law firm, or member of a law firm, that is experienced in matters of business organization Law and neither presently is, nor in the five years previous to his selection or appointment has been, retained to represent: (i) the Company or an indemnified Person in any matter material to either such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder ("Independent Counsel"), the Company shall furnish notice to the Indemnitee such Person within 10 ten days after receipt of the request for indemnification, specifying the identity and address of the Independent Counsel. The Indemnitee Such Person may, within fourteen days after receipt of such written notice of selection, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee such Person may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee Person in writing a determination of whether the Indemnitee such Person is entitled to indemnification within 30 thirty days after receipt by the Company of the Indemnitee’s Person's request therefor, a determination of entitlement to indemnification shall be deemed to have been made, and the Indemnitee Person shall be entitled to such indemnification unless the Indemnitee such Person knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by lawLaw. The termination of any Proceeding or of any Matter matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee such Person to indemnification or create a presumption that Indemnitee such Person 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 such Person had reasonable cause to believe that his conduct was unlawful.

Determination of Indemnification. The Upon final disposition of a Proceeding for which indemnification is sought pursuant to section 2 or section 3, Indemnitee shall submit promptly (and, in any event, no later than the applicable statute of limitations) to the Board a written request for indemnification averring that he or she met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to section 2 or section 3 shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee met the applicable standard of conduct. Such determination shall be made in the following manner: (a) if a Change in Control has occurred and Indemnitee is not a director or executive officer at the time of such determination, by independent counsel in a written opinion to the Board, a copy of which opinion shall be delivered to Indemnitee; and (b) in any other circumstance: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by independent counsel in a written opinion to the Board, a copy of which opinion shall be delivered to Indemnitee; or (iv) if so directed by the Board, by the stockholders of the Company, and if Indemnitee is determined to be entitled to indemnification, payment to Indemnitee shall be made within thirty days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination (the “Reviewing Party”) with respect to Indemnitee’s entitlement to indemnification indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Reviewing Party, as well as the fees and expenses of any independent counsel acting as the Reviewing Party, shall be determined in accordance with Section 145(d) of the DGCL. If entitlement to indemnification is to be determined by Independent Counsel, the Company shall furnish notice to the Indemnitee within 10 days after receipt of the request for indemnification, specifying the identity and address of the Independent Counsel. The Indemnitee may, within fourteen days after receipt of such written notice of selection, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis of such assertion. If there is an objection to the selection of Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court. Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under this Section 5.4 to determine entitlement to indemnification shall not have made and furnished to the Indemnitee in writing a determination of whether the Indemnitee is entitled to indemnification within 30 days after receipt borne by the Company (irrespective of the determination as to Indemnitee’s request therefor, a determination of entitlement to indemnification shall be deemed to have been madeindemnification), and the Indemnitee shall be entitled to such indemnification unless the 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.