Common use of Standards to be Applied Clause in Contracts

Standards to be Applied. Any such determination shall be reasonably made by the decision-making party based upon the facts known to the decision-making party at the time such determination is made. The termination of a proceeding by judgment, order, settlement conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. With respect to actions concerning an employee benefit plan of the Company or any subsidiary, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the corporation. If the determination shall be to the effect that Indemnitee satisfied the applicable standard of conduct, the amount of indemnity to which Indemnitee shall be entitled shall be paid to Indemnitee promptly. If the determination is to the effect that the Indemnitee did not meet the applicable standard of conduct in respect of the matter for which indemnification is sought hereunder, the Company shall give Indemnitee a reasonably detailed statement of the reasons for such determination. Such determination shall be without prejudice to Indemnitee’s right to have a court determination thereof made in accordance with Section 7(d) hereof. Claims for advancement of expenses shall be made under the provisions of Section 6 hereof rather than Section 7(c) and this Section 7(d).

Standards to be Applied. Any such determination shall be reasonably made by the decision-making party based upon the facts known to the decision-making party at the time such determination is made. The termination of a proceeding by judgment, order, settlement settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporationCompany, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. With respect to actions concerning an employee benefit plan of the Company or any subsidiary, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the employee benefit plan plan, the Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of the corporationCompany. If the determination shall be to the effect that Indemnitee satisfied the applicable standard of conduct, the amount of indemnity to which Indemnitee shall be entitled shall be paid to Indemnitee promptly. If the determination is to the effect that the Indemnitee did not meet the applicable standard of conduct in respect of the matter for which indemnification is sought hereunder, the Company shall give Indemnitee a reasonably detailed statement of the reasons for such determination. Such determination shall be without prejudice to Indemnitee’s right to have a court determination thereof made in accordance with Section 7(d) 8 hereof. Claims for advancement of expenses shall be made under the provisions of Section 6 hereof rather than Section 7(c) and this Section 7(d).