Common use of Determination of Indemnification Clause in Contracts

Determination of Indemnification. Any indemnification under Section 9.2 shall be paid by the Company in any specific case only after a determination that the Manager or Indemnified Officer did not act in a manner, at the time the activities were taken, that was known or believed by him to be clearly in conflict with the best interests of the Company. such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Managers of the Company who are not or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“Disinterested Managers”), even though less than a quorum, or (h) if a majority (but not less than two) of Disinterested Managers so direct, by independent legal counsel in a written opinion, or (c) if there are less than two Disinterested Managers, by the affirmative vote of all of the Managers, or (d) by the vote of a majority of all of the voting shares other than those owned or controlled by Managers or Indemnified Officers who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting shares, or (e) by a court of competent jurisdiction.

Determination of Indemnification. Any indemnification under Section 9.2 shall be paid by the Company in any specific case only after a determination that the Manager or Indemnified Officer did not act in a manner, at the time the activities were taken, that was known or believed by him to be clearly in conflict with the best interests of the Company. such Such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Managers of the Company who are not or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“Disinterested Managers”), even though less than a quorum, or (hb) if a majority (but not less than two) of the Disinterested Managers so direct, by independent legal counsel in a written opinion, or (c) if there are less than two Disinterested Managers, by the affirmative vote of all of the Managers, or (d) by the vote of a majority of the holders of all of the voting shares Interest in the Company other than those owned or controlled by the Managers or Indemnified Officers who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of the holders all of the voting sharesownership interests in the Company, or (e) by a court of competent jurisdiction.

Determination of Indemnification. Any indemnification under Section 9.2 shall be paid by the Company in any specific case only after a determination that the Manager or Indemnified Officer did not act in a manner, at the time the activities were taken, that was known or believed by him to be clearly in conflict with the best interests of the Company. such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Managers of the Company who are not or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“Disinterested Managers”), even though less than a quorum, or (hb) if a majority (but not less than two) of Disinterested Managers so direct, by independent legal counsel in a written opinion, or (c) if there are less than two Disinterested Managers, by the affirmative vote of all of the Managers, or (d) by the vote of a majority of all of the voting shares other than those owned or controlled by Managers or Indemnified Officers who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting shares, or (e) by a court of competent jurisdiction.

Determination of Indemnification. Any indemnification under Section 9.2 shall be paid by the Company in any specific case only after a determination that the Manager or Indemnified Officer did not act in a manner, at the time the activities were taken, that was known or believed by him to be clearly in conflict with the best interests of the Company. such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Managers of the Company who are not or were not parties to the action, suit or proceeding out of which the liability or expense for which indemnification is to be determined arose, or against whom the claim out of which such liability or expense arose is not asserted (“Disinterested Managers”), even though less than a quorum, or (hb) if a majority (but not less les than two) of Disinterested Managers so direct, by independent legal counsel in a written opinion, or (c) if there are less than two Disinterested Managers, by the affirmative vote of all of the Managers, or (d) by the vote of a majority of all of the voting shares other than those owned or controlled by Managers or Indemnified Officers who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting shares, or (e) by a court of competent jurisdiction.