Common use of Entitlement Determination Clause in Contracts

Entitlement Determination. The Corporation and Indemnitee hereby acknowledge that indemnification of Indemnitee under Section 2 of this Agreement has been pre-authorized by the Corporation as permitted by the Florida Business Corporation Act. Nevertheless, the Corporation shall not indemnify Indemnitee under Section 2 unless a separate determination has been made in the specific case that indemnification of Indemnitee is permissible in the circumstances because he has met the relevant standard of conduct set forth in Section 2(a); provided, however, that (i) no such entitlement decision need be made prior to the advancement of Expenses, and (ii) regardless of the result or absence of any such determination, the Corporation shall make any indemnification mandated by Section 2(i) above.