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. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 hereof), the Company shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 days, whether or not Indemnitee has met the relevant standards for indemnification required by this Agreement. The termination of a Proceeding by judgment, order, settlement or conviction, or on a plea of NOLO CONTENDERE or its equivalent, shall not of itself be determinative that Indemnitee did not meet the requirements for indemnification under this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined), such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company shall pay the reasonable fees of Independent Legal Counsel and indemnify and hold harmless Indemnitee against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counsel.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 hereof), the Company shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 days, whether or not Indemnitee has met the relevant standards for indemnification required by this Agreement. The termination of a Proceeding by judgment, order, settlement or conviction, or on a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not of itself be determinative that Indemnitee did not meet the requirements for indemnification under this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined), such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company shall pay the reasonable fees of Independent Legal Counsel and indemnify and hold harmless Indemnitee against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counselhereto.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 4(b) hereof), the Company shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 days, whether or not the Indemnitee has met the relevant standards for indemnification required by this Agreement. The termination of a Proceeding by judgment, order, settlement settlement, or conviction, or on a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not of itself be determinative create a presumption that Indemnitee did not meet the requirements for indemnification under required by this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined), such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company shall pay the reasonable fees of Independent Legal Counsel and indemnify and hold harmless such Indemnitee against any and all expenses (including attorneys' ’ fees), claims, liabilities liabilities, and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counsel.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 6 hereof), the Company Corporation shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 days, whether or not Indemnitee has met the relevant standards for indemnification required by this Agreement. The termination of a Proceeding by judgment, order, settlement or conviction, or on a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not of itself be determinative that Indemnitee did not meet the requirements for indemnification under this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined), such Independent Legal Counsel shall render its written opinion to the Company Corporation and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company Corporation shall pay the reasonable fees of Independent Legal Counsel and indemnify and hold harmless Indemnitee against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counsel.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 hereof), the Company shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 days, whether or not the Indemnitee has met the relevant standards for indemnification required by this Agreement. The termination of a Proceeding by judgment, order, settlement or conviction, or on a plea of NOLO CONTENDERE or its equivalent, shall not of itself be determinative create a presumption that Indemnitee did not meet the requirements for indemnification under required by this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined), such Independent Legal Counsel shall render its written opinion to the Company and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company shall pay the reasonable fees of Independent Legal Counsel and indemnify and hold harmless such Indemnitee against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counsel.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Upon the written request of Indemnitee to be indemnified pursuant to this Agreement (other than pursuant to Section 4 hereof), the Company Corporation shall cause the Reviewing Party (as hereinafter defined) to determine, within 45 forty-five (45) days, whether or not the Indemnitee has met the relevant standards for indemnification required by this AgreementAgreement (i.e., the greatest extent permitted by the Articles). The termination of a Proceeding proceeding by judgment, order, settlement settlement, or conviction, or on a plea of NOLO CONTENDERE nolo contendere or its equivalent, equivalent shall not of itself be determinative create a presumption that Indemnitee did not meet the requirements for indemnification under required by this Agreement. If a determination of indemnification is to be made by Independent Legal Counsel (as hereinafter defined)Counsel, such Independent Legal Counsel shall render its written opinion to the Company Corporation and Indemnitee as to what extent Indemnitee will be permitted to be indemnified. The Company shall Corporation agrees to pay the reasonable fees of Independent Legal Counsel and to indemnify and hold harmless Indemnitee such Independent Legal Counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to the engagement of Independent Legal Counsel pursuant hereto and the written opinion of such Independent Legal Counsel.