Common use of Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application Clause in Contracts

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Except as provided in Section 3, any indemnification under this Agreement shall be made as soon as practicable but in any event no later than 30 days after receipt of the written request of the Indemnitee for such indemnification (such request to be accompanied by reasonable supporting documentation of the Indemnifiable Losses), unless a determination is made within said 30 day period by (a) the Board by a majority vote of a quorum thereof consisting of directors who were not parties to such proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in this Agreement. In the case of either (a) or (b) above, the Company shall send prompt written notice to the Indemnitee of such determination.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Except as provided in Section 3, any indemnification under this Agreement shall be made as soon as practicable but in any event no later than 30 days after receipt of the written request of the Indemnitee for such indemnification (such request to be accompanied by reasonable supporting documentation of the Indemnifiable Losses), unless a determination is made within said 30 day period by (a) the Company’s Board of Directors, by a majority vote of a quorum thereof consisting of directors who were not parties to such proceedings, proceedings or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable), that the Indemnitee has not met the relevant standards for indemnification set forth in this Agreement. In the case of either (a) or (b) above, the Company shall send prompt written notice to the Indemnitee of such determination.