Common use of Forum for Determination Clause in Contracts

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums in which the validity of the Company’s claim under Section VI.C above that the Indemnitee is not entitled to indemnification will be heard: 1. A majority of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.D, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails to submit the matter to the selected forum within thirty (30) days of the Indemnitee’s written notice or if the selected forum fails to make the requested determination within thirty (30) days of the matter being submitted to it by the Company, the determination that the Indemnitee has the right to indemnification will be made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s 's claim under Section VI.C above VI.C., above, that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s 's claim under Section VI.C above 6.3, that the Indemnitee is not entitled to indemnification will be heard: 1. (a) A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. (b) Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. (c) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.D6.4, the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee Board shall be entitled to select from among the following the forums in which the validity of the Company’s claim under Section VI.C VI.C. above that the Indemnitee is not entitled to indemnification will be heard: 1. A majority of the Disinterested Directors, or, if there are fewer even though less than three (but at least one) a quorum; 2. A committee of Disinterested Directors, all Directors designated by a majority vote of the such Disinterested Directors; 23. The shareholders of the Company; 34. Legal If there are no Disinterested Directors or if such Disinterested Directors so direct, independent legal counsel selected by the IndemniteeBoard, subject to the approval of the BoardIndemnitee, which approval shall not be unreasonably delayed or denied denied, and which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the IndemniteeBoard’s choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails to submit the matter to the selected forum within thirty (30) days of the Indemnitee’s written notice or if the selected forum fails to make the requested determination within thirty (30) days of the matter being submitted to it by the Company, then such event shall constitute the determination that the Indemnitee has the right to indemnification. If the Indemnitee desires to personally retain the service of an attorney in connection with any Proceeding, the Indemnified Party shall notify the Company of such desire in the notice described in Section VI.A. and shall identify the proposed counsel. If the Indemnitee has notified the Company of its desire to retain counsel in connection with any Proceeding, and the applicable forum determines that the Indemnitee is entitled to indemnification, then indemnification will be made.also shall apply to the Expenses reasonably incurred by the Indemnitee prior to the expiration of the period for the requested determination under this Section VI.D.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s claim under Section VI.C above VI.C., above, that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s claim under Section VI.C above 6.3, that the Indemnitee is not entitled to indemnification will be heard: 1. (a) A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. (b) Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. (c) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.D6.4, the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s claim under Section VI.C above VI.C., above, that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. (a) The Indemnitee shall be entitled to select from among the following the forums in which the validity means for determining Indemnitee’s right to indemnification: (i) By a majority vote of a quorum of the Company’s claim under Section VI.C above that Board consisting of Disinterested Directors. If a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly appointed by the Indemnitee is Board and consisting solely of 2 or more Disinterested Directors. Directors who are not entitled to indemnification will be heard: 1. A majority Disinterested Directors may participate in the designation of members of the Disinterested Directors, committee; (ii) By independent legal counsel mutually selected by Indemnitee and selected by a quorum of the Board or its committee in the manner prescribed in (i) above or, if there are fewer than three (but at least one) Disinterested Directorsunable to obtain such a quorum or committee, all by a majority vote of the full Board, including directors who are not Disinterested Directors; 2. The shareholders (iii) By a panel of the Company; 3. Legal counsel 3 arbitrators consisting of one arbitrator selected by those directors entitled under (ii) above to select independent legal counsel, one arbitrator selected by Indemnitee and one arbitrator selected by the Indemnitee2 arbitrators previously selected; (iv) By an affirmative vote of Voting Securities in accordance with Wisconsin law. Shares owned by, subject or voted under the control of, persons who are at the time parties to the approval of the Boardsame or related Proceedings, which approval shall whether as plaintiffs or defendants or in any other capacity, may not be unreasonably delayed or denied and which counsel shall make such determination voted in a written opinionmaking the determination; or 4. A panel (v) By order of three arbitrators, one a court of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selectedcompetent jurisdiction. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.D6.2, the Company shall, at its own expense, submit to the selected forum its Indemnitee’s claim that the Indemnitee is not entitled to indemnification, for indemnification and any claim the Company shall act in the utmost good faith has with respect to give the Indemnitee a complete opportunity to defend against such claim. Non-Indemnifiable Liabilities. (b) The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. (c) In any such determination by the selected Authority there shall exist a rebuttable presumption that the Indemnitee’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. If The burden of rebutting such a presumption by clear and convincing evidence shall be on the Company fails to submit the matter to the selected forum or such other party asserting that such indemnification should not be allowed. (d) The Authority shall make its determination within thirty sixty (3060) days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Company and the Indemnitee’s written notice or if . (e) If the selected forum fails Authority determines that indemnification is required hereunder, the Company shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to make Article 5), including interest thereon at a reasonable rate, as determined by the requested determination Authority, within thirty ten (3010) days of receipt of the matter being submitted to Authority’s opinion, provided, that, if it is determined by the CompanyAuthority that the Indemnitee is entitled to indemnification as to some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Company shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding. (f) The determination by the Authority that indemnification of the Indemnitee is required hereunder shall be binding upon the Company regardless of any prior determination that the Indemnitee has the right to indemnification will be madeengaged in a Breach of Duty.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forum in which the validity of the Company’s 's claim under Section VI.C VI.C. above that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Board consisting of Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all of the Disinterested DirectorsTrust Managers; 2. If such a quorum cannot be obtained, a committee of the Board, designated to act in the matter by a majority vote of all Trust Managers, consisting of two or more Trust Managers who are Disinterested Trust Managers; 3. The shareholders of the Company; 34. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected5. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expensethe expense of the Company, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s 's claim under Section VI.C above 6.3 that the Indemnitee is not entitled to indemnification will be heard: 1. (a) A quorum of the Board consisting of Disinterested Directors; or (b) A majority of the Disinterested Pre-Change in Control Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.D6.4, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give the assure Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of the after Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The If the Indemnitee is serving as a director or officer of the Company at the time the determination is to be made, the Indemnitee shall be entitled to select from among the following the forums forum in which the validity of the Company’s 's claim under Section VI.C above 6.3 that the Indemnitee is not entitled to indemnification will be heard: 1. (a) A majority vote of the directors who are Disinterested Directors, or, if there even though less than a quorum; (b) By a committee of Disinterested Directors designated by a majority vote of the directors who are fewer than three (but at least one) Disinterested Directors, all of the even though less than a quorum; (c) If there are no Disinterested Directors; 2. The shareholders of the Company; 3. Legal , or if such directors so direct, independent legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel (d) The stockholders of three arbitrators, one of whom is selected by the Company, another of whom is selected by the affirmative vote of the majority of the Voting Securities present in person or by proxy and entitled to vote on the subject matter. If the Indemnitee is not serving as a director or officer at the time the determination is to be made, the Indemnitee shall be entitled to select from among the forums set forth above, or to select any other person or persons having corporate authority to act on the matter, including, without limitation, the Board or any committee thereof or those persons who are authorized by statute to determine whether to indemnify directors and the last of whom is selected jointly by the first two arbitrators so selectedofficers. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.D6.4, the Company shall, at its own expensethe expense of the Company, submit to the selected forum forum, in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice notice, or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will hereunder shall be madedeemed to have been made by a majority vote of the directors who are Disinterested Directors, even though less than a quorum.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s 's claim under Section VI.C above VI.C., above, that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will ndemnification shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forums, in which the validity of the Company’s 's claim under Section VI.C above 6.3, that the Indemnitee is not entitled to indemnification will be heard: 1. (a) A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. The shareholders of the Company; 3. (b) Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 4. (c) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.D6.4, the Company shall, at its own expense, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the dthe selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.

Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums forum in which the validity of the Company’s 's claim under Section VI.C VI.C. above that the Indemnitee is not entitled to indemnification will be heard: 1. A majority quorum of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all Board consisting of the Disinterested Directors; 2. If such a quorum cannot be obtained, a committee of the Board, designated to act in the matter by a majority vote of all Directors, consisting of two or more Directors who are Disinterested Directors; 3. The shareholders stockholders of the Company; 34. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and denied, which counsel shall make such determination in a written opinion; or 45. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s 's choice of forum pursuant to this Section VI.DVI.D., the Company shall, at its own expensethe expense of the Company, submit to the selected forum in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails shall fail to submit the matter to the selected forum within thirty (30) days of after the Indemnitee’s 's written notice or if the selected forum fails so empowered to make the determination shall have failed to make the requested determination within thirty (30) days of after the matter being has been submitted to it by the Company, the requisite determination that the Indemnitee has the right to indemnification will shall be deemed to have been made.