Common use of Timing of Determination Clause in Contracts

Timing of Determination. If the Reviewing Party shall not have made a determination within 30 days after receipt by the Company of the request therefor (the “Determination Period”), the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (b) a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 45 days, if the Reviewing Party in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto; provided, further, however, that if the determination is to be made by Independent Counsel as the Reviewing Party, such 30-day period shall be deemed to commence after a final appointment of Independent Counsel has been made pursuant to the provisions of Section 5.4 hereof; and provided, further, however, that the Company shall not be required to make a determination of entitlement to indemnification until, if applicable, the final disposition of the Proceeding, including the exhaustion of all appeals.

Timing of Determination. If the Reviewing Party shall not have made a determination within 30 thirty (30) days after receipt by the Company of the request therefor (the “Determination Period”)therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (b) a prohibition of such indemnification under applicable law; provided, however, that such thirty (30-) day period may be extended for a reasonable time, not to exceed an additional 45 forty-five (45) days, if the Reviewing Party in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto; and provided, further, however, that if the determination is to be made by Independent Counsel as the Reviewing Party, such thirty (30-) day period shall be deemed to commence after a final appointment of an Independent Counsel has been made pursuant to the provisions of Section 5.4 hereof; and provided, further, however, that the Company shall not be required to make a determination of entitlement to indemnification until, if applicable, the final disposition of the Proceeding, including the exhaustion of all appeals.