Common use of Failure to Make Timely Determination Clause in Contracts

Failure to Make Timely Determination. If the person or persons empowered or selected under subparagraphs (c) or (d) to determine whether the Director is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Director shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Director of a material fact, or an intentional omission of a material fact necessary to make the Director’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

Failure to Make Timely Determination. If the person or persons empowered or selected under subparagraphs (c) or (d) to determine whether the Director is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Company Corporation of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Director shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Director of a material fact, or an intentional omission of a material fact necessary to make the Director’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

Failure to Make Timely Determination. If the person or persons empowered or selected under subparagraphs (ca) or (db) to determine whether the Director Trustee is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Company Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Director Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Director Trustee of a material fact, or an intentional omission of a material fact necessary to make the Director’s Trustee's statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.

Failure to Make Timely Determination. If the person or persons empowered or selected under subparagraphs (ca) or (db) to determine whether the Director Trustee is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Company Trust of the request therefortherefore, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Director Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Director Trustee of a material fact, or an intentional omission of a material fact necessary to make the DirectorTrustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.