Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under Section 6.2 or Section 6.3 this Article (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, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.2 and Section 6.3 of this Article, as the case may be. Such determination shall be made (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (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. To the extent that a director, officer, employee or agent of the 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, 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 Section 6.2 3.14 (a) or Section 6.3 this Article (b) (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 present or former director, officer, employee Officer or agent Director is proper in the circumstances because such person Covered Person has met the applicable standard of conduct set forth in Section 6.2 and 3.14(a) or Section 6.3 of this Article3.14(b), as the case may be. Such determination shall be made with respect to such Covered Persons, (ai) 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 (bii) by a committee of such directors Directors designated by a majority vote of such directorsDirectors, 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 (diii) by a majority vote of the stockholdersMembers. To the extent that a director, officer, employee present or agent of the Corporation former Director or Officer 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, such person Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person Covered Person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under Section 6.2 or Section 6.3 this Article X (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, officer, employee director or agent officer is proper in the circumstances because such person he has met the applicable standard of conduct set forth in Section 6.2 and 2 or Section 6.3 3 of this ArticleArticle X, as the case may be. Such determination shall be made made, with respect to a person who is a director or officer at the time of such determination, (ai) by a majority vote of the directors who are were not parties to such action, suit or proceeding, even though less than a quorum, or (bii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, opinion or (div) by the stockholders. To the extent extent, however, that a director, officer, employee director or agent officer of the 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, such person he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by such person him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under Section 6.2 or Section 6.3 this Article X (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 present or former director, officer, employee Director or agent Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.2 and 10.2 or Section 6.3 of this Article10.3, as the case may be. Such determination shall be made made, with respect to a person who is a Director or Officer at the time of such determination, (ai) 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 (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (cii) if there are no such directorsDirectors, or if such directors Directors so direct, by independent legal counsel in a written opinion, or (diii) by the stockholdersMembers. 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 Company. To the extent extent, however, that a director, officer, employee present or agent former Director or Officer of the Corporation Company 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, 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 Section 6.2 or Section 6.3 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 director or former director, officer, employee or agent officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.2 and Section 6.3 145 of this Article, as the case may beDGCL. Such determination shall be made (ai) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (bii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, opinion or (div) by the stockholders. .. To the extent extent, however, that a director, officer, employee director or agent officer of the 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, 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 Section 6.2 or Section 6.3 this Article IX (unless ordered by a court) shall may be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee director or agent officer is proper in the circumstances because such person director or officer has met the applicable standard of conduct set forth in Section 6.2 and Section 6.3 of this ArticleSections 9.1 or 9.2, as the case may be. Such determination shall must be made with respect to a person who is a director or officer at the time of such determination: (ai) by a majority vote of the directors who are were not parties to such action, suit or proceeding, even though less than a quorum, or ; (bii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, ; (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, ; or (div) by the stockholders. To the extent extent, however, that a director, officer, employee present or agent former director or officer of the 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, such person shall he or she must be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person him or her in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under Section 6.2 or Section 6.3 this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized unless in the specific case upon a determination is made that indemnification of the present or former director, officer, employee or agent is not proper in the circumstances because such person has not met the applicable standard of conduct set forth in Section 6.2 and 1 or Section 6.3 2 of this ArticleArticle VIII, as the case may be. Such determination shall may be made (ai) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, ; or (bii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, ; or (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, ; or (div) by the stockholders. To the extent extent, however, that a director, officer, employee or agent of the 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, 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 Section 6.2 or Section 6.3 this Article 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, officer, employee director or agent officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.2 and 8.1 or Section 6.3 of this Article8.2, as the case may be. Such determination shall be made made, with respect to a person who is a director or officer at the time of such determination, (ai) 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 (bii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (ciii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, opinion or (div) by stockholders collectively holding a majority of the stockholdersvoting power of the shares entitled to vote in connection with the election of directors of the Corporation. 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 extent, however, that a director, officer, employee present or agent former director or officer of the 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, 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.