Common use of Determination of Right to Entitlement Clause in Contracts

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability within 20 days of Indemnitee’s written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement, shall be made, at the Company’s discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s stockholders; provided, however, that if a “change of control” (as defined below) has occurred, such determination shall be made by written opinion of independent legal counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability within 20 days of Indemnitee’s written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement, shall be made, at the Company’s discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s stockholders; provided, however, that if a “change of control” (as defined below) has occurred, such determination shall be made by written opinion of independent legal counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability amounts within 20 days of Indemnitee’s 's written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement, shall be made, at the Company’s 's discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “"independent legal counsel” " (as defined below) selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s 's stockholders; provided, however, that if a “"change of control” " (as defined below) has occurred, occurred such determination shall be made by written opinion of independent legal counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability amounts within 20 days of Indemnitee’s written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement, shall be made, at the Company’s discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s stockholders; provided, however, that if a “change of control” (as defined below) has occurred, occurred such determination shall be made by written opinion of independent legal counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above), Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability within 20 days of Indemnitee’s written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement2, shall be made, at the Company’s discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) Independent Legal Counsel selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s stockholders; provided, however, that if a “change Change of control” (as defined below) Control has occurred, such determination shall be made by written opinion of independent legal counsel Independent Legal Counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.

Determination of Right to Entitlement. (i) In the event that Indemnitee the Indemnified Party incurs liability for any Liabilities (orcosts, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), charged and expenses and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability amounts within 20 30 business days of Indemnitee’s the Indemnified Party's written request therefor unless a determination is made within such 20 day period 30 business days that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee the Indemnified Party has met the standard of conduct required to qualify and entitle Indemniteethe Indemnified Party, partially or fully, to indemnification under Section 1 2 of this Agreement, shall be made, at the Company’s 's discretion, (x1) by the Board of Directors of the Company by a majority vote of the directors who were not parties to such Proceeding action, suit or proceeding even though less than a quorum, or (y2) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) counsel selected by the Company and reasonably satisfactory to Indemniteethe Indemnified Party, or (z3) by the Company’s stockholders's shareholders; provided, however, that if a “change of control” (as defined below) control has occurred, occurred such determination shall be made by written opinion of independent legal counsel selected by Indemnitee the Indemnified Party or, if requested by Indemniteethe Indemnified Party, by the Company.. The term "

Determination of Right to Entitlement. (i) In the event that Indemnitee incurs liability for any Liabilities (or, to the extent not previously advanced pursuant to Section 3(c) above, Expenses), and indemnification is sought under this Agreement, the Company shall pay (or provide for payment if so required by the terms of any judgment or settlement) the amount of such liability within 20 days of Indemnitee’s written request therefor unless a determination is made within such 20 day period that the claims giving rise to such request are excluded or indemnification is otherwise not due under this Agreement. Such determination, and any determination required by applicable law as to whether Indemnitee has met the standard of conduct required to qualify and entitle Indemnitee, partially or fully, to indemnification under Section 1 of this Agreement, shall be made, at the Company’s discretion, (x) by the Board of Directors by a majority vote of the directors who were not parties to such Proceeding even though less than a quorum, or (y) if such a majority is not obtainable, or even if obtainable a majority of the disinterested directors so directs, by written opinion of “independent legal counsel” (as defined below) selected by the Company and reasonably satisfactory to Indemnitee, or (z) by the Company’s stockholdersshareholders; provided, however, that if a “change of control” (as defined below) has occurred, occurred such determination shall be made by written opinion of independent legal counsel selected by Indemnitee or, if requested by Indemnitee, by the Company.