Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 10 contracts

Samples: Indemnification Agreement (Radiation Therapy Services Inc), Indemnification Agreement (Health & Nutrition Systems International Inc), Indemnification Agreement (Electrostar Inc)

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Authorization of Indemnification. 4.1 Any indemnification under Sections 1 3.1, 3.2 and 2 3.3 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section 13.1, 2 or 3 3.2 and 3.3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 6.6 and 8 of this Agreement, the Determination and the evaluation and finding as to the reasonableness of expenses incurred by the Indemnitee shall be made in the following order of preferencepriority:

Appears in 6 contracts

Samples: Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 4 contracts

Samples: Indemnification Agreement (Orius Corp), Indemnification Agreement (Miami Cruiseline Services Holdings I B V), Indemnification Agreement (Dental Care Alliance Inc)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee Director is proper in the circumstances because the Indemnitee Director has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made (in the following order of preference:):

Appears in 4 contracts

Samples: Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 3 contracts

Samples: Indemnification Agreement (Metalogics Inc), Indemnification Agreement (Compass Plastics & Technologies Inc), Indemnification Agreement (Connectsoft Communications Corp)

Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section Sections 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 2 contracts

Samples: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)

Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section Sections 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 2 contracts

Samples: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)

Authorization of Indemnification. Any indemnification under Sections 1 l and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 2 contracts

Samples: Indemnification Agreement (Newtech Corp), Indemnification Agreement (Lets Talk Cellular & Wireless Inc)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 2 contracts

Samples: Indemnification Agreement (Forefront Holdings, Inc.), Indemnification Agreement (Terremark Worldwide Inc)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.65.5, 5.7, 5.8 5.6 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Indemnification Agreement (Mego Mortgage Corp)

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Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall SHALL be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Indemnification Agreement (Fine Air Services Inc)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall SHALL be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Indemnification Agreement (Sportsline Usa Inc)

Authorization of Indemnification. Any indemnification under Sections 1 l and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Form of Indemnification Agreement (Empire Financial Holding Co)

Authorization of Indemnification. Any indemnification under Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.6 and 8 5.7 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Indemnification Agreement (Republic Banking Corp of Florida)

Authorization of Indemnification. Any indemnification under Sections Section 1 and 2 hereof (unless ordered by a court) and any reimbursement made under Section 3 hereof shall be made by the Company only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section Sections 1, 2 or 3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 5.7 and 8 of this Agreement, the Determination shall be made in the following order of preference:.

Appears in 1 contract

Samples: Indemnification Agreement (Rexx Environmental Corp)

Authorization of Indemnification. Any indemnification under Sections 1 1, 2 and 2 3 hereof (unless ordered by a court) and any reimbursement made under Section 3 4 hereof shall be made by the Company Corporation only as authorized in the specific case upon a determination (the "Determination") that indemnification or reimbursement of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct requirements set forth in Section 1, 2 or 2, 3 and 4 hereof, as the case may be. Subject to Sections 5.66.6, 5.7, 5.8 6.7 and 8 9 of this Agreement, the Determination shall be made in the following order of preference:

Appears in 1 contract

Samples: Indemnification Agreement (Netspeak Corp)

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