Common use of Timing of Determination Clause in Contracts

Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 6.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding6.1. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest later of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, 6.1 and (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.36.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent so long as (i) the Indemnitee’s failure to fulfill the Indemnitee’s Indemnitee has fulfilled his or her obligations pursuant to Section 5.9, 6.8 and (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification is not prohibited under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-30 day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 6.6 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 6.2 of this Agreement and if (A) within 15 fifteen (15) days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

Timing of Determination. The If the Reviewing Party shall not have made a determination within thirty (30) days after receipt by the Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved)therefor, the requisite determination of entitlement to indemnification will shall be deemed to have been made and the Indemnitee will shall be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and indemnification, or (iiiii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-30 day period may be extended for a reasonable time, not to exceed an additional 30 fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 6.6 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 6.3 of this Agreement and if (A) within 15 fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 sixty (60) days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 6.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding6.1. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest later of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, 6.1 and (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.36.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent so long as (i) the Indemnitee’s failure to fulfill the Indemnitee has fulfilled Indemnitee’s obligations pursuant to Section 5.9, 6.8 and (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification is not prohibited under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 6.6 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 6.2 and if (A) within 15 days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- 75- and 60-day periods may be extended if required to comply with applicable law, as a result of rules adopted by the U.S. Securities and regulationsExchange Commission under the Exchange Act.

Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make Reviewing Party shall not have made a determination does not make such determination within 30 thirty (30) days after the latest date of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved)5.2 hereof, the requisite determination of entitlement to indemnification will shall be deemed to have been made and the Indemnitee will shall be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and indemnification, or (iiiii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-30 day period may be extended for a reasonable time, not to exceed an additional 30 fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 5.3 of this Agreement and if (A) within 15 fifteen (15) days after receipt by the Company date of the Indemnitee’s request for such determination indemnification pursuant to Section 5.2 hereof the Board has resolved of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 seventy-five (75) days after such receipt request and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 fifteen (15) days after such receipt request for the purpose of making such determinationa determination of entitlement to indemnification, such meeting is held for such purpose within 60 sixty (60) days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

Timing of Determination. The If the Reviewing Party shall not have made a determination within thirty (30) days after receipt by the Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make a determination does not make such determination within 30 days after the latest of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved)therefor, the requisite determination of entitlement to indemnification will shall be deemed to have been made and the Indemnitee will shall be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and indemnification, or (iiiii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-30 day period may be extended for a reasonable time, not to exceed an additional 30 fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 6.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 6.3 of this Agreement and if (A) within 15 fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 sixty (60) days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.

Timing of Determination. The Company Corporation will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) the final disposition of the Final Disposition of the Applicable Proceeding. If the person, persons or entity Enterprise chosen to make a determination does not make such determination within 30 fifteen (15) days after the latest later of the date (a) the Company Corporation receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice final disposition of the Final Disposition of the Applicable Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved), the requisite determination of entitlement to indemnification will be deemed to have been made and the Indemnitee will be entitled to such indemnification, absent so long as (i) the Indemnitee’s failure to fulfill the Indemnitee’s Indemnitee has fulfilled his or her obligations pursuant to Section 5.9, 5.8 and (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and (iii) a prohibition of such indemnification is not prohibited under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-fifteen (15) day period may be extended for a reasonable time, not to exceed an additional 30 ten (10) days, if the person, persons or entity Enterprise making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided. Notwithstanding anything herein to the contrary, further, that the foregoing provisions no determination as to entitlement of this Section 5.7 shall not apply if the determination of entitlement Indemnitee to indemnification is under this Agreement shall be required to be made by prior to the stockholders pursuant to Section 5.2 and if (A) within 15 days after receipt by the Company final disposition of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulationsApplicable Proceeding.

Timing of Determination. The Company will use its reasonable best efforts to cause any determination required to be made pursuant to Section 5.2 to be made as promptly as practicable after the later of the date (i) the Indemnitee has submitted a written request for indemnification pursuant to Section 5.1 and (ii) of the Final Disposition of the Proceeding. If the person, persons or entity chosen to make Reviewing Party shall not have made a determination does not make such determination within 30 thirty (30) days after the latest date of the date (a) the Company receives the Indemnitee’s request for indemnification pursuant to Section 5.1, (b) the Company receives notice of the Final Disposition of the Proceeding and (c) on which an Independent Counsel is selected pursuant to Section 5.3, if applicable (and all objections to such person, if any, have been resolved)5.2 hereof, the requisite determination of entitlement to indemnification will shall be deemed to have been made and the Indemnitee will shall be entitled to such indemnification, absent (i) the Indemnitee’s failure to fulfill the Indemnitee’s obligations pursuant to Section 5.9, (ii) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification and indemnification, or (iiiii) a prohibition of such indemnification under applicable law, in the reasonable opinion of the Company based on consultation with outside legal counsel; provided, however, that such 30-30 day period may be extended for a reasonable time, not to exceed an additional 30 fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification Reviewing Party in good faith requires such additional time for the obtaining of or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 5.7 shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 5.2 5.3 of this Agreement and if (A) within 15 fifteen (15) days after the receipt by the Company of the request for such determination indemnification pursuant to Section 5.2 hereof, the Board has resolved of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 fifteen (15) days after such receipt for the purpose of making such determinationa determination of entitlement to indemnification, such meeting is held for such purpose within 60 sixty (60) days after having been so called and such determination is made thereat; provided, however, that such 75-, 15- and 60-day periods may be extended if required to comply with applicable law, rules and regulations.