Common use of Adverse Determination Clause in Contracts

Adverse Determination. Any indemnification under Sections 3 and 4 --------------------- hereof shall be paid by the Company in accordance with Section 8 unless (i) a determination is made that indemnification is not proper because the Indemnitee has not met the applicable standard of conduct set forth in Sections 3 and 4, or (ii) with respect to indemnification under Section 4, the Indemnitee shall have been adjudged to be liable to the Company, and the court in which such Proceeding is or was pending has determined upon application that, in view of all the circumstances of the case, the Indemnitee is not entitled to indemnity. The determination set forth in (i) above shall be made no later than the end of the thirty-day period set forth in Section 8.2 by any of the following: (1) with respect to a person who is a director or officer at the time of such determination (a) by a majority vote of the directors who are not parties to such Proceeding, even if less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if there are no such directors or if such directors so direct, by a written opinion of independent legal counsel, or (d) by approval of the Company's stockholders with the shares owned by the Indemnitee not being entitled to vote thereon or (ii) with respect to employees and agents who are not directors or officers at the time of such determination, by any person or persons having corporate authority to act on the matter, including the foregoing authorized persons, or (iii) with respect to all employees and agents whether or not such employees and agents are officers or directors of the Company at the time of such determination, by the court in which such Proceeding is or was pending, if such is the case, upon application made by the Company or the Indemnitee or the attorney or other person rendering services in connection with the defense, whether or not such application by the Indemnitee, attorney or other person is opposed by the Company.]

Adverse Determination. Any indemnification under Sections 3 and 4 --------------------- hereof shall be paid by the Company in accordance with Section 8 unless (i) a determination is made that indemnification is not proper because the Indemnitee has not met the applicable standard of conduct set forth in Sections 3 and 4, such determination being made no later than the end of the sixty-day period set forth in Section 8.2 or (ii) with respect to indemnification under Section 4, the Indemnitee shall have been adjudged to be liable to the Company, and the court in which such Proceeding is or was pending has determined upon application that, in view of all the circumstances of the case, the Indemnitee is not entitled to indemnity. The For purposes of a determination set forth described in subsection (i) above shall of this Section 6, (x) with respect to the directors and officers of St. Xxxx, such determination may be made no later than the end of the thirty-day period set forth in Section 8.2 by any of the following: (1) with respect to a person who is a director or officer at the time of such determination (a) by a majority vote of the a quorum consisting of directors who are not parties to such Proceeding, even if less than a quorum, (b) if such a quorum of directors is not obtainable, by independent legal counsel in a committee of such directors designated by majority vote of such directors, even though less than a quorumwritten opinion, (c) if there are no such directors or if such directors so direct, by a written opinion of independent legal counsel, or (d) by approval of the Company's stockholders shareholders with the shares owned by the Indemnitee not being entitled to vote thereon or (iid) with respect to employees and agents who are not directors or officers at the time of such determination, by any person or persons having corporate authority to act on the matter, including the foregoing authorized persons, or (iii) with respect to all employees and agents whether or not such employees and agents are officers or directors of the Company at the time of such determination, by the court in which such Proceeding is or was pending, if such is the case, upon application made by the Company or the Indemnitee or the attorney or other person rendering services in connection with the defense, whether or not such application by the Indemnitee, attorney or other person is opposed by the Companycompany and (y) with respect to the directors and officers of SJKI, such a determination shall be made (a) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (d) by the stockholders.]

Adverse Determination. Any indemnification under Sections 3 and 4 --------------------- hereof shall be paid by the Company in accordance with Section 8 unless (i) a determination is made that indemnification is not proper because the Indemnitee has not met the applicable standard of conduct set forth in Sections 3 and 4, or (ii) with respect to indemnification under Section 4, the Indemnitee shall have been adjudged to be liable to the Company, and the court in which such Proceeding is or was pending has determined upon application that, in view of all the circumstances of the case, the Indemnitee is not entitled to indemnity. The determination set forth in (i) above shall be made no later than the end of the thirty-day period set forth in Section 8.2 by any of the following: (1) with respect to a person who is a director or officer at the time of such determination (a) by a majority vote of the directors who are not parties to such Proceeding, even if less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if there are no such directors or if such directors so direct, by a written opinion of independent legal counsel, or (d) by approval of the Company's stockholders with the shares owned by the Indemnitee not being entitled to vote thereon or (ii) with respect to employees and agents who are not directors or officers at the time of such determination, by any person or persons having corporate authority to act on the matter, including the foregoing authorized persons, or (iii) with respect to all employees and agents whether or not such employees and agents are officers or directors of the Company at the time of such determination, by the court in which such Proceeding is or was pending, if such is the case, upon application made by the Company or the Indemnitee or the attorney or other person rendering services in connection with the defense, whether or not such application by the Indemnitee, attorney or other person is opposed by the Company.]