Procedure for Determination Sample Clauses

Procedure for Determination. The expert will: act as an expert and not as an arbitrator; proceed in any manner he or she thinks fit; conduct any investigation which he or she considers necessary to resolve the dispute or difference; examine such documents, and interview such persons, as he or she may require; and make such directions for the conduct of the determination as he or she considers necessary. The expert must: disclose to the parties any: interest he or she has in the outcome of the determination; conflict of interest; conflict of duty; personal relationship which the expert has with either party, or either party's representatives, witnesses or experts; and other fact, matter or thing which a reasonable person may regard as giving rise to the possibility of bias; and not communicate with one party to the determination without the knowledge of the other. Each party will: bear its own costs in respect of any expert determination; and pay one-half of the expert's costs.

Procedure for Determination. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(d), the Company shall, at its own expense, submit to the selected, in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim under Section 8(b) that the Indemnitee is not entitled to indemnification and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. The Indemnitee shall cooperate with the forum making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such forum upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.

Procedure for Determination. The expert: (a) will not be bound by the rules of evidence; (b) must determine whether or not the Dispute is in relation to an issue arising in relation to the issues referred to in clause 28.3; (c) must act fairly and impartially as between the Parties, giving each Party a reasonable opportunity to: (i) put its case and deal with the case of any opposing Party; and (ii) make submissions on the conduct of the expert determination; (d) subject to clause 16.7(e), may; (i) proceed in any manner he or she thinks fit; (ii) conduct any investigation which he or she considers necessary to resolve the Dispute; (iii) examine such documents, and interview such persons, as he or she may require and may make such directions for the conduct of the determination as he or she considers necessary; (e) must disclose to the Parties any: (i) interest he or she has in the outcome of the determination; (ii) conflict of interest; (iii) conflict of duty; (iv) personal relationship that the expert has with either Party, or either Party's representatives, witnesses or experts; and (v) other fact, matter or thing which a reasonable person may regard as giving rise to the possibility of bias; and (f) must not communicate with one Party without the knowledge of the other Party.

Procedure for Determination. The Corporation and Indemnitee hereby acknowledge that indemnification of Indemnitee under Section 2 of this Agreement has been pre-authorized by the Corporation, and that no determination need be made for a specific Proceeding that such indemnification or advance of expenses to Indemnitee is permissible in the circumstances because he has met a particular standard of conduct. Nevertheless, except as set forth in Section 4(b) below, evaluation as to reasonableness of Expenses of Indemnitee for a specific Proceeding shall be made as follows: (1) If there are two or more Disinterested Directors, by the Board of Directors of the Corporation by a majority vote of all Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of Disinterested Directors numbering two or more appointed by such a vote; or (2) If there are fewer than two Disinterested Directors, by a majority vote of the Board of Directors, or by a majority vote of the members of a committee of Directors (in which selection Directors who do not qualify as Disinterested Directors may participate); or (3) If so designated by the Board of Directors, by one or more Disinterested Officers.

Procedure for Determination. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 3 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

Procedure for Determination. The expert will: .1 act as an expert and not as an arbitrator; .2 proceed in any manner he or she thinks fit but must observe the rules of natural justice;

Procedure for Determination. (a) As soon as reasonably practicable once a Dispute Notice is issued under clause 7.11, the Schemes Administrator must provide a copy of the Final Scheme Proof, the notice issued under either 7.10(a) or 10(a) (as applicable) and the Dispute Notice to the Schemes Adjudicator. (b) The Schemes Adjudicator shall determine: (i) whether the Scheme Claim the subject of the Dispute Notice is, either in whole or in part, an Established Scheme Claim; and (ii) the Established Scheme Claim Amount, if any.

Procedure for Determination. The procedure before the Expert shall be in accordance with procedures required by the Expert, and the Expert must: 12.7.1 invite and receive, if made, submissions from Council and the MRF Operator; 12.7.2 act fairly, impartially and independently of each party; 12.7.3 apply the Expert's own knowledge and expertise; 12.7.4 determine and notify the parties of the procedure for conducting the expert determination as the Expert thinks fit, and is not bound by the rules of evidence; 12.7.5 make any directions for conducting the expert determination; 12.7.6 not accept verbal submissions unless both parties are present; 12.7.7 on receipt of a written submission from one party, ensure that a copy of such submission is given promptly to the other party; 12.7.8 take into consideration all documents, information and other material which the parties give the Expert and which the Expert, in its reasonable opinion, considers relevant; 12.7.9 not be expected or required to obtain or refer to any other documents, information or materials (but may do so if the Expert so wishes); 12.7.10 determine the Dispute as expeditiously as possible; 12.7.11 give the parties a written determination within 30 Business Days after the date of the engagement agreement referred to in clause 12.5.3, or any later date the parties may agree in writing. The expert shall not be required to give reasons unless a party requires that the expert do so; and 12.7.12 in making the determination act bona fide to give effect to this document.

Procedure for Determination. OF ENTITLEMENT TO INDEMNIFICATION OF LOSSES OR ADVANCE OF EXPENSES (a) To obtain indemnification of Losses and/or an advance of Expenses under this Agreement, the Indemnitee shall submit to the Corporate Secretary of the Company a written request, including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to such indemnification or advance. The Corporate Secretary of the Company shall, promptly upon receipt of such a request for such indemnification or advance, advise the Board in writing that the Indemnitee has requested such indemnification or advance. (b) Upon written request by the Indemnitee for indemnification or advance pursuant to Article 5(a), a determination with respect to the Indemnitee’s entitlement thereto shall be made in the specific case by: (i) The Board by a majority vote of the Disinterested Directors (as hereinafter defined), even if less than a quorum; or (ii) If there are no Disinterested Directors, an Independent Counsel agreed upon by the Board and the Indemnitee; or (iii) If there are no Disinterested Directors and the Board and the Indemnitee fail to agree on a mutually acceptable Independent Counsel, either the Board or the Indemnitee may request the International Chamber of Commerce (ICC) to appoint an Independent Counsel in accordance with the provisions regarding the appointment of experts contained in the ICC’s Rules for Expertise. (c) If the Disinterested Directors or, as the case may be, the independent counsel appointed in accordance with the above determine(s) that the Indemnitee is entitled to indemnification of Losses and/or advance of Expenses, payment to the Indemnitee shall be made within 10 (ten) calendar days after such determination. The Indemnitee shall cooperate with the persons making such determination with respect to the Indemnitee’s entitlement to indemnification for Losses or advance of Expenses, including providing to such person(s) or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Subject to the provisions of Article 7, any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person(s) making such determination shall be b...