Determination of Right to Indemnification. Any indemnification under Section 9.3, unless ordered by a court or advanced pursuant to Section 9.5 below, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, that indemnification is proper in the circumstances.
Appears in 16 contracts
Samples: Limited Liability Company Agreement (World Travel LLC), Operating Agreement (Wynn Las Vegas Capital Corp), Operating Agreement (Wynn Resorts LTD)
Determination of Right to Indemnification. Any indemnification under Section 9.38.3, unless ordered by a court or advanced pursuant to Section 9.5 8.5 below, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification of the Covered Person is proper in the circumstances.
Appears in 11 contracts
Samples: Operating Agreement (Harrah's Atlantic City Operating Company, LLC), Operating Agreement (Aquarius Gaming LLC), Limited Liability Company Agreement (Aquarius Gaming LLC)
Determination of Right to Indemnification. Any indemnification under Section 9.39.1, unless ordered by a court or advanced pursuant to Section 9.5 below9.3, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification of the Covered Person is proper in the circumstances.
Appears in 8 contracts
Samples: Operating Agreement (Affinity Gaming), Operating Agreement (Affinity Gaming), Operating Agreement (Affinity Gaming)
Determination of Right to Indemnification. Any indemnification under Section 9.38.2, unless ordered by a court or advanced pursuant to Section 9.5 below8.4, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification of the Covered Person is proper in the circumstances.
Appears in 3 contracts
Samples: Operating Agreement (Williams Electronic Games, Inc.), Operating Agreement (Williams Electronic Games, Inc.), Operating Agreement (Williams Electronic Games, Inc.)
Determination of Right to Indemnification. Any indemnification under Section 9.38.3, unless ordered by a court or advanced pursuant to Section 9.5 8.5 below, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, that indemnification is proper in the circumstances.
Appears in 3 contracts
Samples: Operating Agreement (Casino One Corp), Operating Agreement (Pinnacle Entertainment Inc), Operating Agreement (Pinnacle Entertainment Inc)
Determination of Right to Indemnification. Any indemnification under Section 9.3, unless ordered by a court or advanced pursuant to Section 9.5 below8.3, shall be made by the Company only as authorized in the specific case upon a determination by the Board, if disinterested, and if the Board is not disinterested, by the Member, in its sole discretion, that indemnification of the Covered Person is proper in the circumstances.
Appears in 2 contracts
Samples: Operating Agreement (MGP Finance Co-Issuer, Inc.), Operating Agreement (MGP Finance Co-Issuer, Inc.)
Determination of Right to Indemnification. Any indemnification under Section 9.3Sections 8.3 and 8.4, unless ordered by a court or advanced pursuant to Section 9.5 8.7 below, shall must be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, that indemnification of the Covered Person is proper in the circumstances. The determination must be made:
(a) by the Member; or
(b) by independent legal counsel in a written opinion, (i) if the Member so orders, or (ii) if the Member is a party to the action, suit or proceeding.
Appears in 1 contract
Samples: Operating Agreement (GNLV Corp)
Determination of Right to Indemnification. Any indemnification under Section 9.311.3, unless ordered by a court or advanced pursuant to Section 9.5 below11.5, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Members that indemnification of the Covered Person is proper in the circumstances.
Appears in 1 contract
Determination of Right to Indemnification. Any indemnification under Section 9.3, unless ordered by a court or advanced pursuant to Section 9.5 below, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification of the Covered Person is proper in the circumstances.
Appears in 1 contract
Samples: Operating Agreement (Ace Gaming LLC)
Determination of Right to Indemnification. Any indemnification under Section 9.38.3, unless ordered by a court or advanced pursuant to Section 9.5 below8.5, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification of the Covered Person is proper in the circumstances.. 021658\0030\12393827.2
Appears in 1 contract
Determination of Right to Indemnification. Any indemnification under Section 9.38.3, unless ordered by a court or advanced pursuant to Section 9.5 8.5 below, shall be made by the Company only as authorized in the specific case upon a determination by the Member, in its sole discretion, Member that indemnification is proper in the circumstances.
Appears in 1 contract
Samples: Operating Agreement (Majestic Investor Capital Corp)
