Common use of Independent Determination Clause in Contracts

Independent Determination. From and after the Closing Date, all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement shall be made by majority vote of a committee of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors elected by the holders of the Series C Preferred Stock pursuant to the provisions of the Certificate of Designation; provided, however, that nothing contained in this Section 5.4 shall prevent any indemnified party from receiving indemnification pursuant to some other source (such as, by way of example, the Restated Bylaws of the Company in the event such indemnified party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreement), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.

Independent Determination. From and after the Closing Date, all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement the Transaction Documents shall be made by majority vote of a committee of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors elected by the holders of the Series C Preferred Stock pursuant to the provisions of the Certificate of Designation; provided, however, that nothing contained in this Section 5.4 9.13 shall prevent any indemnified party Indemnified Party from receiving indemnification pursuant to some other source (such as, by way of example, the Restated Bylaws bylaws of the Company in the event that such indemnified party Indemnified Party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreementa Transaction Document), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.

Independent Determination. From and after the Closing Datedate of ------------------------- the Second Closing, all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement and the Ancillary Agreements shall be made by majority vote of a committee of the board of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors not elected by the holders of the Series C Preferred Stock pursuant to voting as a separate class and a decision of a majority of such directors shall be the provisions decision of the Certificate of Designation; provided, however, that nothing committee. Nothing contained in this Section 5.4 10.5 shall prevent any indemnified party Indemnified Party from receiving indemnification pursuant to some other source (such as, by way of example, the Restated Bylaws bylaws of the Company in the event that such indemnified party Indemnified Party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreement), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.

Independent Determination. From and after the Closing Date, ------------------------- all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement and the Ancillary Agreements shall be made by majority vote of a committee of the board of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors not elected by the holders of the Series C Convertible Preferred Stock pursuant to voting as a separate class and a decision of a majority of such directors shall be the provisions decision of the Certificate of Designation; provided, however, that nothing committee. Nothing contained in this Section 5.4 10.5 shall prevent any indemnified party Indemnified Party from receiving indemnification pursuant to some other source (such as, by way of example, the Restated Bylaws bylaws of the Company in the event that such indemnified party Indemnified Party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreement), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.