Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.
Indemnification Determinations. Indemnification of a Covered Person pursuant to Section 8.2 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Covered Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Covered Person was not liable by reason of Disabling Conduct.
Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of
Indemnification Determinations. Upon request of Indemnitee, the Company, to the extent required by the DGCL, shall promptly (and in any event in accordance with the following timing requirements), make a determination in good faith as to whether with respect to the matter as to which such indemnification is requested Indemnitee satisfied the applicable standard for conduct established under the DGCL for indemnification, such determination to be made:
(i) if Indemnitee is a director or officer at the time the determination is to be made, by (A) the Board of Directors of the Company by the vote at a meeting thereof of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or by the unanimous written consent of all the Board members, provided there are members who are not parties to such proceeding) or (B) by a committee of the Board of Directors composed of directors who are not parties to such proceeding and authorized and designated to make such decision by the vote at a meeting of the Board of Directors of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or authorized and designated by the unanimous written consent of all the committee members), or (C) if there are no directors who are not parties to such proceeding, or if so directed by the Board by action of the directors satisfying the requirements of clause (A) of this subparagraph or if so directed by a committee of the Board composed and designated in compliance with the requirements of clause (B) of this subparagraph, by independent legal counsel in a written opinion; or
(ii) if Indemnitee is not a director or officer at the time the determination is to be made, (A) by the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (B) by an officer of the Company duly authorized by action of the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (C) if directed by the Board of Directors or a duly authorized committee or officer, by independent legal counsel in a written opinion. The Company shall use its best efforts to cause a meeting of the Board or a Board committee to be held for purposes of making the determination of Indemnitee’s satisfaction of the applicable standard of conduct, or the appointment of independent legal counsel to ma...
Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct, (b) dismissal of a court action or administrative proceeding against an Indemnified Person for insufficiency of evidence of Disabling Conduct, or (c) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct.
Indemnification Determinations. Indemnification of an Indemnified Person pursuant to Section 4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct.
Indemnification Determinations. 21 Section 8.4 Indemnification Not Exclusive........................................ 21 Section 8.5 Shareholders ........................................................ 21
Indemnification Determinations. With respect to any losses (or portions thereof) contemplated by Section 6.01 which are not directly incurred by an indemnified party, but are instead indirectly incurred through a decrease in value to the Purchaser of its investment in the Company pursuant hereto, then the amount of the indemnification obligations with respect to such losses shall be equal to 10.75% of the difference, measured as of the Closing Date, between (a) the acquisition value of the Company as an entirety absent the circumstance or condition giving rise to such losses and (b) the actual acquisition value of the Company as an entirety in light of the circumstance or condition giving rise to such losses, taking into account in such calculation customary methods of valuation of companies on an acquisition basis. Such calculation shall be based upon methods of valuation which are consistent with a valuation of the Shares at $17.00 per Share at the Closing Date (which valuation at the Closing Date did not take into account any such circumstances or conditions).
Indemnification Determinations. Indemnifica-tion of the Covered Person pursuant to Section 6.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Covered Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Covered Person was not liable by reason of Disabling Conduct.
Indemnification Determinations. Section 8.6 Indemnification Not Exclusive
