Independent Determination. Customer is responsible for reviewing the information made available by 4me relating to data security and making an independent determination as to whether the Services meets Customer’s requirements and legal obligations as well as Customer’s obligations under this Addendum.
Independent Determination. You are responsible for reviewing the information made available by MicroStrategy and its Sub-Processor relating to data security and making an independent determination as to whether the Hosted Service meets your requirements and legal obligations as well as your obligations under this Addendum.
Independent Determination. Any indemnification required by this Section, unless ordered or expressly permitted by a court, shall be made by the indemnifying party only upon a determination by independent legal counsel or arbitrator mutually agreeable to the parties hereto in a written opinion that the conduct which is the subject of the claim, demand, lawsuit, action or proceeding with respect to which indemnification is sought meets the applicable standard set forth herein.
Independent Determination. From and after the Closing Date, all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement shall be made by majority vote of a committee of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors elected by the holders of the Series C Preferred Stock pursuant to the provisions of the Certificate of Designation; provided, however, that nothing contained in this Section 5.4 shall prevent any indemnified party from receiving indemnification pursuant to some other source (such as, by way of example, the Restated Bylaws of the Company in the event such indemnified party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreement), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.
Independent Determination. From and after the Closing ------------------------- Date, all decisions on behalf of the Company as to payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to this Agreement and the Ancillary Agreements shall be made by a committee of the board of directors consisting of all directors not elected by the holders of the Preferred Stock voting as a separate class and a decision of a majority of such directors shall be the decision of the committee. Nothing contained in this Section 10.5 shall prevent any Indemnified Party from receiving indemnification pursuant to some other source (such as, by way of example, the bylaws of the Company in the event that such Indemnified Party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of this Agreement), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto.
Independent Determination. 5.1 The Surveyor is to act, at the Landlord's option, either as an arbitrator or an independent valuer.
Independent Determination. 60 Exhibits: Exhibit A - Form of Agreement and Irrevocable Proxy Exhibit B - Form of Certificate of Designation Exhibit C - Form of Employment Agreement Exhibit D - Form of Management Agreement Exhibit E - Form of Restated Certificate Exhibit F - Form of Stockholder Agreement Exhibit G - Form of Opinion of Xxxxxxxx & Xxxxxx L.L.P. Exhibit H - Form of Opinion of Xxxxxxx & Xxxxx L.L.P. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of December 13, 1999, by and between The Wiser Oil Company, a Delaware corporation (the "Company"), and Wiser Investment Company, LLC, a Delaware limited liability company ("WIC").
Independent Determination. Customer will independently determine if the Services meet its specific requirements and that Customer cannot rely on any representation made, or information provided by Avancie to the suitability of the Services for any particular purpose.
Independent Determination. From and after the Closing Date, all decisions on behalf of the Company as to the payment of indemnification pursuant hereto and otherwise regarding the Company's rights and obligations pursuant to the Transaction Documents shall be made by majority vote of a committee of directors of the Company consisting of all directors of the Company other than (a) the Purchaser Designees and (b) any directors elected by the holders of the Series C Preferred Stock pursuant to the provisions of the Certificate of Designation; provided, however, that nothing contained in this Section 9.13 shall prevent any Indemnified Party from receiving indemnification pursuant to some other source (such as, by way of example, the bylaws of the Company in the event that such Indemnified Party is a director of the Company and such director seeks indemnification due to circumstances that do not pertain to an alleged breach of a Transaction Document), and the determination as to whether indemnification pursuant to such other source is available shall be made in accordance with the procedures applicable thereto. In Witness Whereof, each of the parties hereto has caused this Agreement to be executed by its duly authorized representative as of the date first written above. THE WISER OIL COMPANY By:________________________________ Name:___________________________ Title:__________________________ WISER INVESTMENT COMPANY, LLC By:________________________________ Name:___________________________ Title:__________________________ EXHIBIT A AGREEMENT AND IRREVOCABLE PROXY THIS AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of --------- December 13, 1999, is by and between ("Stockholder"), and Wiser Investment ----------- Company, LLC, a Delaware limited liability company ("WIC"). ---
Independent Determination. The term “Independent Determination” shall have the meaning specified in Section 3.2.
