Common use of Determination of Right of Indemnification Clause in Contracts

Determination of Right of Indemnification. Any indemnification under Sections 1 and 2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article V, which determination is 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 stockholders.

Determination of Right of Indemnification. Any indemnification under Sections Section 1 and 2 of this Article V above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of the Agent Indemnitee is proper in the circumstances because the Agent Indemnitee has met the applicable standard standards of conduct set forth in Sections 1 and 2 of this Article V, which Section 1. Such determination is shall be made (ai) by the Board of Directors, Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such action, suit or proceedingProceeding, or (bii) 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 (ciii) by the stockholdersshareholders of the Corporation.

Determination of Right of Indemnification. Any indemnification under Sections 1 and 2 of this Article V 5.01 or 5.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 1 5.01 and 2 of this Article V5.02 hereof, which determination is 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 stockholders.