Common use of Timing of the Determination Clause in Contracts

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "Request") is delivered to the Company by the Director; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's payment (or incurring) of expenses with respect to which indemnification is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the Director. The failure to make a Determination within with in the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (9060) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best reasonable efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a the Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or 5 reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptlypromptly (but in no event later than forty-five (45) days after receipt by the Corporation of a written request for indemnification). In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification of reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a1) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorExecutive; (b2) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorExecutive; and (c3) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorExecutive. The failure of the Company to use its best efforts to make a Determination within the above-above specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding Executive notwithstanding anything herein to the contrary, a . A Determination may be made in advance of (i) the DirectorExecutive's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof this Section 3 promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent special legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws reasonable Expenses of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification indernnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification Indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, sought and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a1) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorExecutive; (b2) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorExecutive; and (c3) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorExecutive. The failure of the Company to use its best efforts to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding Executive notwithstanding anything herein to the contrary, a . A Determination may be made in advance of (i) the DirectorExecutive's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 or Section 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a the Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 45 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof this Section 6 promptly. In addition, but in all events within the Company agreesfollowing time periods: (ai) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (bii) if the Determination is to be made by independent legal counselcounsel (who may be the outside legal counsel regularly employed by the Company), such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and, (ciii) if the Determination is to be made by the stockholders of the Company's shareholders, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving that full indemnification is not limited or reimbursement of the Director, as the case may be, except as expressly limited prohibited by the laws of the State of Nevadaapplicable law. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit suit, or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Coachmen shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Coachmen agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "“Request"”) is delivered to the Company Coachmen by the Directoran Indemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Coachmen by the Directoran Indemnitee; and (c) if the Determination is to be made by the stockholders of the CompanyCoachmen’s stockholders, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company Coachmen by the Directoran Indemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevadasuch Indemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the Director's such Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 or 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereofpursuant to subsection (1) of Section 4.1, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counselthe Board pursuant to Sections 5.6 or 5.7 or subsection (2) of Section 4.1, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders independent legal counsel pursuant to subsection (3) of the CompanySection 4.1, such Determination shall be made not later than ninety (90) 30 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a the Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof this Section 5 promptly. In addition, but in all events within the Company agreesfollowing time periods: (ai) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made and amounts owed shall be paid not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee; (bii) if the Determination is to be made by independent the Company’s outside legal counsel, such Determination shall be made and amounts owed shall be paid not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (ciii) if the Determination is to be made by the stockholders of the Company’s shareholders, such Determination shall be made and amounts owed shall be paid not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee; provided, that the Company may take up to 150 days to pay Indemnitee pursuant to this subsection (iii) if the Securities and Exchange Commission decides to review and comment on the Company’s proxy statement relating to such Request. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving that full indemnification is not limited or reimbursement of the Director, as the case may be, except as expressly limited prohibited by the laws of the State of Nevada. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's payment (or incurring) of expenses with respect to which indemnification is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification is soughtSection 3 hereof.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 or 5 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a the Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 4.1 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counselIndependent Legal Counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees: (a1) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorExecutive; (b2) if the Determination is to be made by independent indepen- dent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorExecutive; and (c3) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorExecutive. The failure of the Company to use its best efforts to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding Executive notwithstanding anything herein to the contrary, a . A Determination may be made in advance of (i) the DirectorExecutive's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.