Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 of this Article 10, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote of the Members. To the extent, however, that current or former Director or Officer of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 Section 5.19 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director or Officer Indemnified Person is proper in the circumstances because he or she such Indemnified Person has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 subsections (a) and (b) of this Article 10Section 5.19, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonablebe. Such determination shall be made (i) made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of those the Directors who at the time of the vote are disinterested and independent regardless of whether not parties to such directors constitute action, suit or proceeding, even though less than a quorum, or (ii) by majority vote of a committee of the such Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independentsuch Directors, regardless of whether the Directors who are disinterested and independent constitute even though less than a quorum and consisting solely of one or more Directors who are disinterested and independentquorum, or (iii) if there are no such Directors, or if such Directors so direct, by special independent legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, opinion or (iv) by the Members holding Outstanding Voting Shares. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company in a vote that excludes Company, by any person or persons having the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote authority to act on the matter on behalf of the MembersCompany. To the extent, however, that current a present or former Director Director, officer, tax matters partner or Officer other individual designated by the Board of Directors as an Indemnified Person of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she such Indemnified Person shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by him or her such Indemnified Person in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 Section 5.19 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Director or Officer Indemnified Person is proper in the circumstances because he or she such Indemnified Person has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 subsections (a) and (b) of this Article 10Section 5.19, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonablebe. Such determination shall be made (i) made, with respect to an Indemnified Person who was a Director, officer, tax matters partner or other individual designated by the Board of Directors as an Indemnified Person of the Company at the time of such determination, (i) by a majority vote of those the Directors who at the time of the vote are disinterested and independent regardless of whether not parties to such directors constitute action, suit or proceeding, even though less than a quorum, or (ii) by majority vote of a committee of the such Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independentsuch Directors, regardless of whether the Directors who are disinterested and independent constitute even though less than a quorum and consisting solely of one or more Directors who are disinterested and independentquorum, or (iii) if there are no such Directors, or if such Directors so direct, by special independent legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, opinion or (iv) by the Members Members. Such determination shall be made, with respect to former Directors, officers, tax matters partners or other individuals designated by the Board of Directors as Indemnified Persons of the Company in a vote that excludes Company, by any person or persons having the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote authority to act on the matter on behalf of the MembersCompany. To the extent, however, that current a present or former Director Director, officer, tax matters partner or Officer other individual designated by the Board of Directors as an Indemnified Person of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she such Indemnified Person shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by him or her such Indemnified Person in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 VI (unless ordered by a court) shall be made by the Company corporation only as authorized in the specific case upon a determination that indemnification of the Director director or Officer officer is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in Section 10.1 6.1 or Section 10.2 6.2 of this Article 10VI, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonablebe. Such determination shall be made made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board of Directors by a majority vote of those Directors the directors who at the time of the vote are disinterested and independent regardless of whether not parties to such directors constitute action, suit or proceeding, even though less than a quorum, or (ii) by majority vote of a committee of the Directors duly such directors designated by a majority vote of the directors who at the time of the vote are disinterested and independentsuch directors, regardless of whether the Directors who are disinterested and independent constitute even though less than a quorum and consisting solely of one or more Directors who are disinterested and independentquorum, or (iii) if there are no such directors, or if such directors so direct, by special independent legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, opinion or (iv) by the Members stockholders (but only if a majority of the Company in directors who are not parties to such action, suit or proceeding, if they constitute a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote quorum of the Membersboard of directors, presents the issue of entitlement to indemnification to the shareholders for their determination). 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 current a present or former Director director or Officer officer of the Company or Delegate corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she such person shall be indemnified against reasonable expenses (including attorneys’ ' fees) actually and reasonably incurred by him or her such person in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 VI (unless ordered by a court) shall be made by the Company Corporation only as authorized in the specific case upon a determination that indemnification indemnifica tion of the Director director or Officer officer is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in Section 10.1 1 or Section 10.2 2 of this Article 10VI, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonablebe. Such determination shall be made (i) by the Board of Directors by a majority vote of those the Directors who at the time of the vote are disinterested and independent regardless of whether not parties to such directors constitute action, suit or proceeding, even though less than a quorum, or (ii) if there are no such Directors, or if such Directors so direct, by majority vote of independent legal counsel in a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, written opinion or (iii) by special the stockholders. Notwithstanding the foregoing, with respect to any request for indemnification arising out of or relating to the Accounting Issues, it will be presumed that indemnification is proper and appropriate, and any disagreement concerning indemnification of any person who resigned from the Board pursuant to a resignation dated July 28, 1998 shall be resolved by independent legal counsel selected by counsel, reasonably acceptable to either Xx. Xxxxxxxxxxx or Xx. Xxxxxxxxx (whoever was the Directors or last of the two to cease being a committee by vote in accordance with (i) or (ii) above director), on the one hand, and the General Counsel of the Corporation, on the other hand, in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote of the Members. To the extent, however, that current a director or former Director or Officer officer of the Company or Delegate Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she such person shall be indemnified against reasonable expenses (including attorneys’ ' fees) actually and reasonably incurred by him or her such person in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 9 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 9.1 or Section 10.2 9.2 of this Article 109, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote of the Members. To the extent, however, that current or former Director or Officer of the Company or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 9 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 of this Article 10, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent; , or (viv) by a unanimous vote of the Members. To the extent, however, that a current or former Director or Officer of the Company or a Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty (60) days of receipt by the Company of the written request of the person to be indemnified.

Authorization of Indemnification. Any indemnification of a Director or Officer under this Article 10 IX (unless ordered by a court) shall be made by the Company corporation only as authorized in the specific case upon a determination that indemnification of the Director director or Officer officer is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in Section 10.1 9.1 or Section 10.2 9.2 of this Article 10these bylaws, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonablebe. Such determination shall be made made, with respect to a person who is either a director or officer at the time of such determination or a former director or officer, (i) by the Board of Directors by a majority vote of those Directors the directors who at the time of the vote are disinterested and independent regardless of whether not parties to such directors constitute action, suit or proceeding, even though less than a quorum, or (ii) by majority vote of a committee of the Directors duly such directors designated by a majority vote of the directors who at the time of the vote are disinterested and independentsuch directors, regardless of whether the Directors who are disinterested and independent constitute even though less than a quorum and consisting solely of one or more Directors who are disinterested and independentquorum, or (iii) if there are no such directors, or if such directors so direct, by special independent legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, opinion or (iv) by the Members stockholders (but only if a majority of the Company in directors who are not parties to such action, suit or proceeding, if they constitute a vote that excludes the Units held by each Director who is not disinterested and independent; or (vi) by a unanimous vote quorum of the Membersboard of directors, presents the issue of entitlement to indemnification to the stockholders for their determination). To the extent, however, that current a present or former Director director or Officer officer of the Company or Delegate corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she such person shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred by him or her such person in connection therewith, without the necessity of authorization in the specific case. Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Company of the written request of the person to be indemnified.