Common use of Making the Standard of Conduct Determination Clause in Contracts

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b) to be made as promptly as practicable. If the Person or Persons designated to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty (30) calendar day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar days, if the Person or Persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b9(b) shall not have made a determination within thirty (30) calendar days after the later of (Ai) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (Bii) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, conduct absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all prohibition of such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar -day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (1530) calendar days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty (30) calendar day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b9(b) shall not have made a determination within thirty sixty (3060) calendar days (except in the case of a claim for an advancement of Expenses, in which case the applicable period shall be twenty (20) days) after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty sixty (3060) calendar day or twenty (20)-day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (1530) calendar days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b9(b) shall not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (iI) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (iiII) a final judicial determination that any or all prohibition of such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar day 30)-day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (15) calendar days30)-days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company IHM shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(c) to be made as promptly as practicable. If the Person person, persons or Persons designated entity empowered or selected to make the Standard of Conduct Determination under Section 10(b) shall determine Indemnitee’s entitlement to indemnification has not have made a determination within thirty forty-five (3045) calendar days after the later of (Ai) receipt by IHM of the Company of a written request from by Indemnitee for indemnification pursuant to Section 9 (the date of such receipt being the “Notification Date”) 9(b), and (Bii) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee the requisite determination of entitlement to indemnification shall be deemed to have satisfied been made, and Indemnitee, to the applicable standard of conductfullest extent not prohibited by law, shall be entitled to such indemnification, absent (iA) a misstatement by Indemnitee intended to be a misstatement of a material fact, or an omission of a material fact by Indemnitee intended to be an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, ; or (iiB) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty forty-five (3045) calendar day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (1530) calendar days, if the Person person, persons or Persons entity making such the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claimsuch determination.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If (i) the Person person or Persons designated persons empowered or selected under Section 9(b) to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) calendar 30 days after the later of (A) receipt by the Company of a written request notice from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 9(e) to make such determination and (ii) Indemnitee shall have fulfilled her obligations set forth in the first sentence of the last paragraph of Section 9(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar -day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar 30 days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain for the obtaining or evaluate evaluation or documentation and/or information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Indemnifiable Claim.

Making the Standard of Conduct Determination. (i) The Company shall Corporation will use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b6(b) to be made as promptly as practicable. If the Person or Persons designated to make the Standard of Conduct Determination under Section 10(b6(b) shall will not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company Corporation of a written request from Indemnitee for indemnification pursuant to Section 9 4 (the date of such receipt being the “Notification Date”) ); and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall will be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty (30) calendar thirty-day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (1530) calendar days, if the Person or Persons making such determination in good faith requires such additional time to obtain or evaluate information relating theretoto such determination. (ii) Indemnitee will cooperate with the Person making the Standard of Conduct Determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person upon reasonable request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee. The Corporation will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within thirty (30) days of such request, any and all Expenses incurred by Indemnitee in cooperating with the Person making the Standard of Conduct Determination. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall will be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b9(b) shall not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (iI) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (iiII) a final judicial determination that any or all prohibition of such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar day 30)-day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (15) calendar days30)-days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b8(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b8(b) shall not have made a determination within thirty (30) calendar 30 days after the later of (A) receipt by the Company of a written request from the Indemnitee for Advancement Certification pursuant to Section 3 or indemnification pursuant to Section 9 7 (the date of such receipt being the “"Notification Date”") and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar -day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar 15 days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating theretothereto (such period, the “Determination Period”). Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b) to be made as promptly as practicable. If the Person or Persons designated to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) 30 calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, or (if such determination is to be made by Independent Counsel) if the Company unjustifiably and without good faith delays the proper initial designation of Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty (30) 30 calendar day period may be extended for a reasonable time, not to exceed an additional fifteen (15) 15 calendar days, if the Person or Persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to before the final disposition of any Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b) to be made as promptly as practicable. If the Person person or Persons persons designated to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty sixty (3060) calendar days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 (the date of such receipt being the “"Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel"), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, conduct absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all prohibition of such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar 60-day period may be extended for a reasonable time, not to exceed an additional fifteen thirty (1530) calendar days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.. (d)

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b9(b) to be made as promptly as practicable. If (i) the Person person or Persons designated persons empowered or selected under Section 9(b) to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) calendar 30 days after the later of (A) receipt by the Company of a written request notice from Indemnitee for indemnification pursuant to Section 9 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 9(e) to make such determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the first sentence of the last paragraph of Section 9(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar -day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar 30 days, if the Person person or Persons persons making such determination in good faith requires such additional time to obtain for the obtaining or evaluate evaluation or documentation and/or information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Indemnifiable Claim.

Making the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 10(b) to be made as promptly as practicable. If the Person or Persons designated to make the Standard of Conduct Determination under Section 10(b) shall not have made a determination within thirty (30) calendar 20 days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 9 7 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, provided that such thirty (30) calendar 20-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) calendar days, 30 days if the Person or Persons making such determination in good faith requires require such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to If the contrary, no determination as to of entitlement of Indemnitee to indemnification under this Agreement shall be required is to be made prior by Independent Counsel pursuant to this Section 8, the Independent Counsel shall be selected as provided in this Section 8(c). The Independent Counsel shall be selected by the Board of the Company, but only an Independent Counsel to which Indemnitee does not object. Within 10 days after such written notice of selection shall have been given, Indemnitee may deliver to the final disposition Company, a written objection to such selection. If a written objection is properly and time made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court or other court of competent jurisdiction for resolution of any Claimobjection which shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel hereunder.