Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 9.1 or Section 7.29.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may beunder applicable law and is otherwise consistent with applicable law. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (iib) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (ivd) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporationcorporation. To the extent, however, that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII V (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article V, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporationcorporation. To the extent, however, that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 1 or Section 7.2 2 of this Article V or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director present or former Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 5.01 or Section 7.25.02, as the case may be. Such determination shall be made, with respect to a person who is a director Director or officer at the time of such determination, (i) by a majority vote of the directors Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors Directors designated by a majority vote of such directorsDirectors, even though less than a quorum, or (iii) if there are no such directorsDirectors, or if such directors Directors so direct, by independent legal counsel in a written opinion opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors Directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer a person is proper in the circumstances because such person has met the applicable standard of conduct required by Section 1 or set forth in Section 7.1 2 or Section 7.23 of this Article, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, in a reasonably prompt manner (i) by the Board of Directors by a majority vote of the directors who are were not parties to such action, suit or proceeding, even though less than whether or not they constitute a quorumquorum of the Board of Directors, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or opinion, (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person stockholders or persons having the authority to act on the matter on behalf of the Corporation(v) as Delaware Law may otherwise permit. To the extent, however, that a present or former director director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' and other professionals' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article IX, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (iib) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (ivd) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having person sharing the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director present or officer former Director or Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VI, as the case may be. Such determination shall be made, with respect to a person who is a director Director or officer Officer at the time of such determination, (i) by a majority vote of the directors Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee Committee of such directors Directors designated by a majority vote of such directorsDirectors, even though less than a quorum, or (iii) if there are no such directorsDirectors, or if such directors Directors so direct, by independent legal counsel in a written opinion opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors Directors and officersOfficers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director Director or officer Officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any Except as provided in Section 4 of this Article VIII, any indemnification under this Article VII (unless ordered by a court) V shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the director or officer covered person is proper in the circumstances because such covered person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article V, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceedingProceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporationcorporation. To the extent, however, that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any actionProceeding described above, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such covered person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification -------------------------------- under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director present or former Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 5.01 or Section 7.25.02, as the case may be. Such determination shall be made, with respect to a person who is a director Director or officer at the time of such determination, (i) by a majority vote of the directors Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors Directors designated by a majority vote of such directorsDirectors, even though less than a quorum, or (iii) if there are no such directorsDirectors, or if such directors Directors so direct, by independent legal counsel in a written opinion opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors Directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification or defense under this Article VII Section 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 8.1 or Section 7.28.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, ,: (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 8.1 or Section 7.2 8.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officersofficer, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.or

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.. Section 8.4

Authorization of Indemnification. Any indemnification under this Article VII ARTICLE VI (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 6.1 or Section 7.26.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporationcorporation. To the extent, however, that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII Section 13 (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the director manager or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 13(a) or Section 7.213(b), as the case may be. Such determination shall be made, with respect to a person who is a director manager or officer at the time of such determination, (i) by a majority vote of the directors managers who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors managers designated by a majority vote of such directorsmanagers, even though less than a quorum, or (iii) if there are no such directorsmanagers, or if such directors managers so direct, by independent legal counsel in a written opinion or (iv) by the stockholdersMembers. Such determination shall be made, with respect to former directors managers and officers, by any person or persons having person sharing the authority to act on the matter on behalf of the CorporationCompany. To the extent, however, that a present or former director manager or officer of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VI (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 6.1 or Section 7.26.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (iib) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (ivd) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporationcorporation. To the extent, however, that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII Section 11.2 (unless ordered by a court) shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the director Manager or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 11.2(A) or Section 7.211.2(B), as the case may be. Such determination shall be made, with respect to a person who is a director Manager or officer at the time of such determination, (i) by a majority vote of the directors Managers who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors Managers designated by a majority vote of such directorsManagers, even though less than a quorum, or (iii) if there are no such directorsManagers, or if such directors Managers so direct, by independent legal counsel in a written opinion or (iv) by the stockholdersMember. Such determination shall be made, with respect to former directors Managers and officers, by any person or persons having the authority to act on the matter on behalf of the CorporationCompany. To the extent, however, that a present or former director Manager or officer of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director present or officer former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 9.1 or Section 7.29.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors directors, officers, employees and officersagents, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 7.01 or Section 7.27.02, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 1 or Section 7.22 of this Article IX, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 8.1 or Section 7.28.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by the affirmative vote of a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VII 5 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director present or former director, officer or employee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 5.01 or Section 7.25.02 of this Article 5, as the case may be. Such determination shall be made, with respect to a person who is a director director, officer or officer employee at the time of such determination, (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (iib) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iiic) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (ivd) by the stockholdersshareholders. Such determination shall be made, with respect to present or former employees or former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director director, officer or officer employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.