Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under 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 director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (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) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a 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, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VIII IX (unless ordered by a court) shall be made by the Corporation Cannae Inc. only as authorized in the specific case upon a determination that indemnification of the director or officer a Manager Indemnitee is proper in the circumstances because he such Manager Indemnitee has met the applicable standard of conduct set forth in Section 1 9.1 or Section 2 of this Article VIII9.2 hereof, as the case may be. Such determination shall be made (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, Board or (iib) if there are no such directors, or if such directors a majority of the Board so directdirects, by independent legal counsel in a written opinion, or (iiic) by the stockholders. stockholders of Cannae Inc. To the extent, however, that a director or officer of the Corporation Manager Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, above or in defense of any claim, issue or matter therein, he such Manager Indemnitee shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him such Manager Indemnitee in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VIII IX (unless ordered by a court) shall be made by the Corporation Cannae Inc. only as authorized in the specific case upon a determination that indemnification of the director or officer a Manager Indemnitee is proper in the circumstances because he such Manager Indemnitee has met the applicable standard of conduct set forth in Section 1 9.1 or Section 2 of this Article VIII9.2 hereof, as the case may be. Such determination shall be made (ia) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, Board or (iib) if there are no such directors, or if such directors a majority of the Board so directdirects, by independent legal counsel in a written opinion, or (iiic) by the stockholders. stockholders of Cannae Inc. To the extent, however, that a director or officer of the Corporation Manager Xxxxxxxxxx has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, above or in defense of any claim, issue or matter therein, he such Manager Indemnitee shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him such Manager Indemnitee in connection therewith, without the necessity of authorization in the specific case.