Common use of Eligibility for indemnification Clause in Contracts

Eligibility for indemnification. Notwithstanding any provision to the contrary contained in the Certificate of Incorporation or By-Laws of the Company as in effect on the date hereof, any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL, under such charter provisions shall be made by independent counsel selected by the Indemnified Party and reasonably acceptable to the Company, Parent, Sub or the Surviving Corporation, which shall pay such counsel's fees and expenses (it being agreed that neither the Company, Parent, Sub nor the Surviving Corporation shall challenge any such determination by such independent counsel which is favorable to an Indemnified Party).

Eligibility for indemnification. Notwithstanding any ------------------------------- provision to the contrary contained in the Certificate of Incorporation or By-By- Laws of the Company as in effect on the date hereof, any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL, under such charter provisions shall be made by independent counsel selected by the Indemnified Party and reasonably acceptable to the Company, Parent, Sub or the Surviving Corporation, which shall pay such counsel's fees and expenses (it being agreed that neither the Company, Parent, Sub nor the Surviving Corporation shall challenge any such determination by such independent counsel which is favorable to an Indemnified Party).

Eligibility for indemnification. Notwithstanding any ----------------------------------- provision to the contrary contained in the Certificate of Incorporation or By-Laws of the Company as in effect on the date hereof, any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL, under such charter provisions shall be made by independent counsel selected by the Indemnified Party and reasonably acceptable to the Company, Parent, Sub or the Surviving Corporation, which shall pay such counsel's fees and expenses (it being agreed that neither the Company, Parent, Sub nor the Surviving Corporation shall challenge any such determination by such independent counsel which is favorable to an Indemnified Party).

Eligibility for indemnification. Notwithstanding any provision to ------------------------------- the contrary contained in the Certificate Articles of Incorporation or By-Laws of the Company as in effect on the date hereof, any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCLCGCL, under such charter provisions shall be made by independent counsel selected by the Indemnified Party and reasonably acceptable to the Company, Parent, Sub or the Surviving Corporation, which shall pay such counsel's fees and expenses (it being agreed that neither the Company, Parent, Sub nor the Surviving Corporation shall challenge any such determination by such independent counsel which is favorable to an Indemnified Party).