Common use of LIMITATION ON ADVERSE DETERMINATIONS BY THE BOARD Clause in Contracts

LIMITATION ON ADVERSE DETERMINATIONS BY THE BOARD. Subject to applicable law, no determination by the Board that the Indemnitee is not entitled to indemnification or payment under this Agreement shall be given effect under this Agreement unless (i) such determination is based upon clear and convincing evidence, (ii) such determination is made by a vote of a majority of the Corporation's Directors at a meeting at which a quorum is present, and (iii) the Indemnitee is given written notice of such meeting at least ten days in advance of such meeting and given a meaningful opportunity to present at such meeting information in support of the claim for indemnification or payment.