Reasonableness of Expenses. Notwithstanding the definition of "Determination," the evaluation as to the reasonableness of expenses incurred by the Director for purposes of this Agreement shall be made within fifteen (15) days of the Director's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred:
(a) by the Board by a majority vote of a quorum consisting of directors not (at the time of the Determination) parties to the proceeding for which the Director seeks indemnification; or
(b) if a quorum cannot be obtained under SUBDIVISION (a), by majority vote of a committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; or
(c) if an evaluation cannot be obtained under either SUBDIVISION (a) or (b) of this SUBSECTION 5.3, by vote or consent of the holders of a majority of the outstanding shares of the Company that are entitled to vote generally for the election of directors and are represented in person or by proxy at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the evaluation contemplated by this SUBSECTION 5.3 is not made within the prescribed time. The finding required by this SUBSECTION 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification is sought.
Reasonableness of Expenses. All costs and expenses reported by -------------------------- Provider pursuant to this Agreement shall be reasonable and necessary costs and expenses incurred by Provider in the performance of services under this Agreement.
Reasonableness of Expenses. The evaluation and finding as to the reasonableness of expenses incurred by the Director for purposes of this Agreement shall be made (in the following order of preference) within 15 days of the Director's delivery to the Company of a reasonable accounting of expenses incurred (which may be part of the Request or delivered at any time before or after delivery of a Request):
(a) first, by the Board by a majority vote of a quorum consisting of Disinterested Directors; or
(b) next, if a quorum cannot be obtained under subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more Disinterested Directors; or
(c) next, if a finding cannot be obtained under either subdivision (a) or (b), by vote or consent of the holders of a majority of the votes represented by the Company's common stock that are represented in person or by proxy and entitled to vote at a meeting called for such purpose. All expenses shall be considered reasonable for purposes of this Agreement if the finding contemplated by this Section 5.3 is not made within the prescribed 15 days. The finding required by this Section 5.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.
Reasonableness of Expenses. The evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within 30 days of the Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred, which shall include invoices received by Indemnitee in connection with such expenses:
(a) first, by the Board by a majority vote of a quorum consisting of Disinterested Directors; or
(b) next, if a quorum of Disinterested Directors cannot be obtained by majority vote or consent of a committee duly designated by the Board (in which designation all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more Disinterested Directors; or
(c) next, if such a committee cannot be designated, by any independent legal counsel selected in accordance with Section 6.5; provided, that, if the Determination was made by independent counsel pursuant to Section 5(3) hereof, then the evaluation and finding as to reasonableness shall in all events be made by independent legal counsel, whose determination shall be binding and conclusive for all purposes of this Agreement. All expenses shall be considered reasonable for purposes of this Agreement if the finding contemplated by this Section 6.3 is not made within the prescribed time. The finding required by this Section 6.3 may be made in advance of the payment (or incurring) of the expenses for which indemnification or reimbursement is sought.
Reasonableness of Expenses. Wherever it is required by the terms of this Lease that one party reimburse the other party for costs and expenses incurred in connection with the performance of an obligation or the exercise of a right described herein, unless expressly stated otherwise, all costs and expenses for which such reimbursement is sought shall be reasonable in amount and nature, as determined in accordance with local standards of commercial reasonableness in the District of Columbia metropolitan area.
Reasonableness of Expenses. The evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee for purposes of this Agreement shall be made (in the following order of preference) within 15 days of the Indemnitee's delivery to the Company of a Request that includes a reasonable accounting of expenses incurred:
(a) first, by the Board by a majority vote of a quorum consisting of Disinterested Directors; or
(b) next, if a quorum cannot be obtained under subdivision (a), by majority vote or consent of a committee duly designated by the Board (in which designation all directors, whether or not Disinterested Directors, may participate), consisting solely of two or more Disinterested Directors; or
Reasonableness of Expenses. All costs and expenses reported by the Member to the Company pursuant to this Agreement shall be reasonable and necessary costs and expenses incurred by the Member in the performance of Administrative Services under this Agreement.
Reasonableness of Expenses. The City may, at its discretion, have Grantees' detailed cost reports reviewed by an independent Certified Public Accountant who is selected and paid for by the City. Any report adjustments recommended by the accountant may be taken into consideration in the rate review process. In addition to the accountant review, the City may consider information submitted by Grantee or others relevant to the rate schedules, including but not limited to available expense information, adjusted for cost of living, if necessary, for similarly situated residential collection companies in urban areas on the West Coast of the United States. All such information will be part of the rate making record. Based on its determination of the projected Allowable Expenses, Operating Margin and projected Pass-Through Expenses, the City will establish a rate schedule for all Service Levels that conforms to Section 8.
Reasonableness of Expenses. Limits of Landlord's Liability .........................................33 48. Binding Effect..........................................................33 49. Recording...............................................................33 -ii- EXHIBITS -------- EXHIBIT A Description of Premises LEASE AGREEMENT THIS LEASE is made as of this 22ND day of October, 1996, by and between Aquila Biopharmaceuticals, Inc. (the "Landlord"), with a business and mailing address of 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, and bioMerieux Xxxxx, Inc., a Missouri Corporation, (the "Tenant"), with a business and mailing address of 000 Xxxxxx Xxxxx, Hazelwood, Missouri 63242-2395.
Reasonableness of Expenses. The evaluation and finding as to the reasonableness of Expenses incurred by the Indemnitee for purposes of this Agreement shall be made in the same manner as a Determination under Section 3 hereof; provided however, that if the Determination is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of Expenses shall be made by those members of the Board entitled to select such independent legal counsel under clause (3) of Section 3.1 hereof. The evaluation and finding as to the reasonableness of Expenses incurred by the Indemnitee shall be made within ten (10) days of the Indemnitee’s delivery to the Company of a Request that includes a reasonable accounting of expenses incurred.
