Common use of Forum for Determination Clause in Contracts

Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 6.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum of the Board consisting of Disinterested Directors; (b) The shareholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's choice of forum pursuant to this Section 6.2, 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 Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. Indemnitee shall be entitled to select the forum ----------------------- in which the validity of the Company's claim under Section 6.2 4.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum committee of the Board consisting of Disinterested Directors, even though the Disinterested Directors may be less than a quorum; (b) The shareholders stockholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's choice of forum pursuant to this Section 6.24.4, 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 Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 6.2 4.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum committee of the Board consisting of Disinterested Directors, even though the Disinterested Directors may be less than a quorum; (b) The shareholders stockholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's ’s choice of forum pursuant to this Section 6.24.3, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee's ’s counsel may reasonably request, its claim that Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 6.2 4.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum committee of the Board consisting of Disinterested Directors, even though the Disinterested Directors be less than a quorum; (b) The shareholders stockholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's choice of forum pursuant to this Section 6.24.3, 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 Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith Good Faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 6.2 IV.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum committee of the Board consisting of Disinterested Directors, even though the Disinterested Directors be less than a quorum; (b) The shareholders stockholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's ’s choice of forum pursuant to this Section 6.2IV.3, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee's ’s counsel may reasonably request, its claim that Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith Good Faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. If the Company claims that Indemnitee is not entitled to indemnification under this Agreement, Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 6.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum of the Board consisting of Disinterested Directors; (b) The shareholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's ’s choice of forum pursuant to this Section 6.2, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee's ’s counsel may reasonably request, its claim that Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure Indemnitee a complete opportunity to defend against such claim.

Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company's ’s claim under Section 6.2 4.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following: (a) A quorum committee of the Board consisting of Disinterested Directors, even though the Disinterested Directors be less than a quorum; (b) The shareholders stockholders of the Company; (c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or (d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee's ’s choice of forum pursuant to this Section 6.24.3, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee's ’s counsel may reasonably request, its claim that Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith Good Faith to assure Indemnitee a complete opportunity to defend against such claim.