Common use of Indemnification Determination Clause in Contracts

Indemnification Determination. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof, shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Executive is proper in the circumstances because the Executive has met the applicable standard of conduct set forth in Sections 1, 2 or 3 hereof, as the case may be and which Determination shall be based on the presumptions, if applicable, set forth in this Section 5. Subject to Subsections 6.6, 6.7 and 6.8 of this Agreement, the Determination shall be made in the following order of preference: (1) first, by the Company's Board of Directors (the "Board") by majority vote or consent of a quorum consisting of directors who are not, at the time of the Determination, named parties to such action, suit or proceeding ("Disinterested Directors"); or (2) next, if such a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly designated by the Board (in which designation all directors, whether or not Disinterested Directors, may participate) consisting solely of two or more Disinterested Directors; or (3) next, if such a committee cannot be designated, by independent legal counsel (who may be the outside counsel regularly employed by the Company) in a written opinion; or (4) next, if such legal opinion cannot be obtained, by vote of the holders of a majority of the Company's common stock that are represented in person or by proxy and entitled to vote at a meeting called for such purpose or by a written consent of the holders of a majority of the outstanding shares of common stock of the Company in lieu thereof.

Indemnification Determination. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof, hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Executive Indemnitee is proper in the circumstances because the Executive Indemnitee has met the applicable standard of conduct set forth in Sections Section 1, 2 or 3 hereof, as the case may be and which Determination shall be based on the presumptions, if applicable, set forth in this Section 5be. Subject to Subsections 6.6Sections 5.6, 6.7 5.7, 5.8 and 6.8 8 of this Agreement, the Determination shall be made in the following order of preference: (1a) first, by the Company's Board of Directors (the "Board") by majority vote or consent of a quorum consisting of directors ("Disinterested Directors") who are not, at the time of the Determination, named parties to such action, suit or proceeding ("Disinterested Directors")proceeding; or (2b) next, if such a quorum of Disinterested Directors cannot be obtained, by majority vote or consent of a committee duly designated by the Board (in which designation all directors, whether or not Disinterested Directors, may participate) consisting solely of two or more Disinterested Directors; or (3c) next, if such a committee cannot be designated, by any independent legal counsel (who may be the outside counsel regularly employed by the Company) in a written opinion); or (4d) next, if such legal opinion counsel determination cannot be obtained, by vote or consent of the holders of a majority of the Company's common stock that are represented in person or by proxy and entitled to vote at a meeting called for such purpose or by a written consent of the holders of a majority of the outstanding shares of common stock of the Company in lieu thereofpurpose.