Common use of Determination Clause in Contracts

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 hereof and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required either in connection with advancement of Expenses pursuant to Section 4 hereof or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other claim for indemnification of by Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The members of the Company intends Group intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 2 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 4(b) or in connection with indemnification for Expenses expenses incurred as a witness or incurred in connection with any Proceeding Claim or portion thereof with respect to which an Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of an Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnificationa Notice of Claim, as follows: (i) If if no Change in Control has occurred, (wx) by a majority vote of the directors of the Company Indemnifying Parties who are not parties to such ProceedingClaim, even though less than a quorum, with the advice of Independent Legal Counsel, or (xy) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yz) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company Indemnifying Party and such Indemnitee, or (z) by the stockholders of the Company.; and (ii) If if a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company Indemnifying Parties (or their successors) and such Indemnitee. The Company Indemnifying Parties shall pay all Expenses expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s 's written request for indemnification, as follows: (i) If no Change in Control has occurredUnless otherwise requested by Indemnitee pursuant to Section 5(d)(ii) below, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurredrequested by written notice of Indemnitee to the Company, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 thirty (30) days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by applicable law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with the advancement of Expenses pursuant to Section 4 or in connection with the indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 thirty (30) days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a resolution of a majority vote of the directors of the Company who are not parties to such Proceeding, even though if less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by a resolution of a majority vote of such directors, even though if less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders vote of holders of shares of capital stock of the CompanyCompany then outstanding that vote generally in the election of directors. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 2 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 3 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 hereof and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required either in connection with advancement of Expenses pursuant to Section 4 hereof or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other claim for indemnification of Indemniteeby Ixxxxxxxxx, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Entities intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (wx) by a majority vote of the directors of the applicable Company Entity who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xy) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yz) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the applicable Company Entity and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i1) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii2) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. . Article I. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Entities intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with (x) advancement of Expenses pursuant to Section 4 or in connection with 4, (y) indemnification for Expenses incurred as a witness witness, or (z) indemnification for Losses incurred in connection with any a Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (wx) by a majority vote of the directors of the applicable Company Entity who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xy) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yz) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the applicable Company Entity and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors members of the Company Governing Body of Topco who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors members designated by majority vote of such directorsmembers, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directorsmembers, or if such directors members so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders of the CompanyTopco. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company Companies shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company Holding who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders of the CompanyHolding. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company Holding and Indemnitee. The Company Holding shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors members of the Company Governing Body of AIG who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors members designated by majority vote of such directorsmembers, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directorsmembers, or if such directors members so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders of the CompanyAIG. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company Companies shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with the advancement of Expenses pursuant to Section 4 or in connection with the indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a resolution of a majority vote of the directors of the Company who are not parties to such Proceeding, even though if less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by a resolution of a majority vote of such directors, even though if less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders vote of holders of shares of capital stock of the CompanyCompany then outstanding that vote generally in the election of directors. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders shareholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification, unless required by applicable law. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise, it being understood that “success on the merits or otherwise” does not include any settlement. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (wi) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yiii) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (ziv) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (wx) by a majority vote of the directors of the Company US LBM who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xy) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yz) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company US LBM and Indemnitee. The Company US LBM shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors members of the Company Governing Body of SiteOne who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors members designated by majority vote of such directorsmembers, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directorsmembers, or if such directors members so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders of the CompanySiteOne. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the a Company and Indemnitee. The Company Companies shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 thirty (30) days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If if no Change in Control has occurred, (wx) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xy) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yz) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Company, a copy of which shall be delivered to Indemnitee, or (z) by the stockholders of the Company.; and (ii) If if a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) i. If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) . If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination. Such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the Person or Persons making such determination in good faith requires such additional time for obtaining or evaluating any documentation or information relating thereto.

Determination. The Company intends Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors members of the Company Governing Body of Holdco who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors members designated by majority vote of such directorsmembers, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directorsmembers, or if such directors members so direct, by Independent Legal Counsel in a written opinion to the Company Companies and Indemnitee, or (z) by the stockholders holders of a majority of the Companyoutstanding equity interests in Holdco so long as Xxxxxxx, Dubilier & Rice, LLC (“CD&R”), or one of its affiliated companies, continues to hold more than fifty percent (50%) of the outstanding interests in Holdco. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company Companies shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s 's written request for indemnification, as follows: (i) If no Change in Control has occurred, (wU) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (xW) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (yY) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (zZ) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 hereof and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required either in connection with advancement of Expenses pursuant to Section 4 hereof or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other claim for indemnification of Indemniteeby Xxxxxxxxxx, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders of the Company. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in connection with a Determination.

Determination. The Company Corporation intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 5 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwiseotherwise (including, without limitation, settlement of any Proceeding with or without payment of money or other consideration or the termination of any issue or matter in such Proceeding by dismissal, with or without prejudice). Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows: (i) If no Change in Control has occurred, (w) by a majority vote of the directors members of the Company Governing Body of the Corporation who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors members designated by majority vote of such directorsmembers, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directorsmembers, or if such directors members so direct, by Independent Legal Counsel in a written opinion to the Company Corporation and Indemnitee, or (z) by the stockholders of the CompanyCorporation. (ii) If a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company Corporation and Indemnitee. The Company Corporation shall pay all Expenses incurred by Indemnitee in connection with a Determination.