Methods of Determination. Upon the Board Member’s request for indemnification or advancement of Expenses, a determination with respect to the Board Member’s entitlement thereto shall be made by the Board or Independent Counsel in accordance with applicable federal and Delaware law. The Board Member shall have the right, in his or her sole discretion, to have Independent Counsel make such a determination. The Board Member shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Board Member and reasonably necessary to such determination. Any Expenses incurred by the Board Member in so cooperating shall be borne by the Fund, irrespective of the determination as to the Board Member’s entitlement to indemnification or advancement of Expenses.
Methods of Determination. Upon the Trustee’s request for indemnification of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made in a manner consistent with the terms of this Agreement and the Declaration of Trust. The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any failure by the Trustee to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of this Section 6 regarding determinations deemed to have been made. Any Expenses incurred by the Trustee in so cooperating shall be borne by the Series, irrespective of the determination as to the Trustee’s entitlement to indemnification or advancement of Expenses.
Methods of Determination. Upon the Trustee's request for indemnification or advancement of Expenses, a determination with respect to the Trustee's entitlement thereto shall be made in a manner consistent with the terms of this Agreement and the Agreement and Declaration of Trust, unless (in the case of advancements) the Trust and the Trustee shall have received written confirmation in reasonably acceptable form that the Trust is insured against losses arising by reason of any lawful advancements and that the insurer will pay the Expenses of the Trustee in a reasonably prompt manner, in which case no determination shall be required. The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any failure by the Trustee to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of this Section 6 regarding determinations deemed to have been made. Any Expenses incurred by the Trustee in so cooperating shall be borne by the Series, irrespective of the determination as to the Trustee's entitlement to indemnification or advancement of Expenses.
Methods of Determination. Upon the Trustee’s request for indemnification or advancement of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made in a manner consistent with the terms of this Agreement. The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any failure by the Trustee to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of Section 5 regarding determinations deemed to have been made. Any Expenses reasonably incurred by the Trustee in so cooperating shall be borne by the Trust, irrespective of the determination as to the Trustee’s entitlement to indemnification or advancement of Expenses. Any counsel selected pursuant hereto to make the relevant determination shall be an Independent Counsel.
Methods of Determination. Upon the Trustee's request for indemnification or advancement of Expenses, a determination with respect to the Trustee's entitlement thereto shall be made: (i) if there has been no change of control, by a quorum of the Board consisting of Independent Trustees, or (if such a quorum is not obtainable or such Independent Trustees so direct) by Independent Counsel, or (ii) if there has been a change of control, by Independent Counsel; provided in any event that with regard to advancements no such determination shall be necessary if (x) the Trust shall have received written confirmation in reasonably acceptable form that the Trust is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all Expenses of the Trustee in a reasonably prompt manner, or (y) the Trustee has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by Paragraph 3(a) above). The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any Expenses incurred by the Trustee in so cooperating shall be borne by the Trust, irrespective of the determination as to the Trustee's entitlement to indemnification or advancement of Expenses.
Methods of Determination. Except as specified in subparagraph 2(d)(ii), upon the Director’s request for indemnification or advancement of Expenses, a determination with respect to the Director’s entitlement thereto shall be made: (i) if there has been no Change in Control, by a quorum of the Board consisting of Independent Directors, or (if such a quorum is not obtainable or such Independent Directors so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided , however, that the Director shall have the right, in his or her sole discretion, to request that the determination be made by Independent Counsel; and provided, further, that in any event that with regard to advancements no such determination shall be necessary if (x) the Company shall have received written confirmation in reasonably acceptable form that the Company is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Director in a reasonably prompt manner, or (y) the Director has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).
Methods of Determination. Except as specified in subparagraph 2(c)(2), upon the Trustee’s request for indemnification or advancement of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made: (i) if there has been no Change in Control by, in the Independent Trustees’ sole discretion, a quorum of the Board consisting of Independent Trustees, or (if such a quorum is not obtainable or such Independent Trustees so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided, that with regard to advancements no such determination shall be necessary if (x) the Fund shall have received written confirmation in reasonably acceptable form that the Fund is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Trustee in a reasonably prompt manner, or (y) the Trustee has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).
Methods of Determination. Upon the Trustee’s request for indemnification or advancement of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made in a manner consistent with the terms of this Agreement. The Trustee and the Trust shall cooperate with the person or persons making such determination, including without limitation by providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any Expenses reasonably incurred by the Trustee in so cooperating shall be borne by the Trust, irrespective of the determination as to the Trustee’s entitlement to indemnification or advancement of Expenses. Any counsel selected pursuant hereto to make the relevant determination shall be an Independent Counsel.
Methods of Determination. Upon receipt by the Chief Executive Officer of a written request by the Indemnitee for indemnification pursuant to Sections 1, 2, 3, 4, 5, or 6, the Chief Executive Officer shall promptly advise the Board of Directors of such request, and the entitlement of the Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (i) by a majority vote of directors who are not party to such Proceeding, even though less than a quorum, (ii) by a committee of directors that are not party to such Proceeding, designated by a majority vote of directors, even though less than a quorum, (iii) if there are no directors who are not party to such Proceeding, or if the directors who are not party to such Proceeding so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, (iv) if so directed by the Board of Directors, by the stockholders of the Company, or (v) in the event that a Change of Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee.
Methods of Determination. Upon the Director's request for indemnification or advancement of Expenses, a determination with respect to the Director's entitlement thereto shall be made as and to the extent provided in Section 1 or Section 2, as the case may be. The Director shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Director and reasonably necessary to such determination. Any failure by the Director to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of Section 5 regarding determinations deemed to have been made. Any and all Expenses incurred by the Director in so cooperating shall be borne by the Fund, irrespective of the determination as to the Director's entitlement to indemnification or advancement of Expenses.
