Common use of Payment of Indemnity Clause in Contracts

Payment of Indemnity. Any indemnification shall be made promptly and in any event within forty-five (45) days, upon the written request of the director, officer, employee or agent of the Company, unless a determination is reasonably and promptly made that such director, officer, employee or agent failed to meet the applicable standard of conduct set forth in Section 1 hereof or that such director, officer or employee is not entitled to indemnity under Section 3 hereof. Such determination shall be made (l) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders. If the request for indemnification involves a Proceeding that arises from the merger, consolidation, reorganization, liquidation, sale of all or substantially all of the assets, or other extraordinary transaction of the Company, the inquiry and resolution thereof required by this Section 7, at the option of the person seeking indemnification, shall be made by a neutral person mutually acceptable to the Company and the person seeking indemnification. If no disposition of such claim for indemnification is made within forty-five (45) days, a favorable determination of entitlement to indemnification shall be deemed to have been made. The expenses (including attorney’s fees) incurred by the person seeking indemnification in connection with successfully establishing such person’s right to indemnification, in whole or in part, shall also be indemnified by the Company.

Payment of Indemnity. Any indemnification or advance shall be made promptly and in any event within forty-five (45) days, upon the written request of the director, officer, employee or agent of the Company, unless a determination is reasonably and promptly made that such director, officer, employee or agent failed to meet the applicable standard of conduct set forth in Section 1 hereof or that such director, officer or employee is not entitled to indemnity under Section 3 hereof. Such determination shall be made (l) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders. If the request for indemnification involves a Proceeding an action, suit or proceeding that arises from the merger, consolidation, reorganization, liquidation, sale of all or substantially all of the assets, or other extraordinary transaction of the Company, the inquiry and resolution thereof required by this Section 7, at the option of the person seeking indemnification, shall be made by a neutral person mutually acceptable to the Company and the person seeking indemnification. If no disposition of such claim for indemnification is made within forty-five (45) days, a favorable determination of entitlement to indemnification shall be deemed to have been made. The expenses (including attorney’s 's fees) incurred by the person seeking indemnification in connection with successfully establishing such person’s 's right to indemnification, in whole or in part, shall also be indemnified by the Company.

Payment of Indemnity. Any indemnification or advance shall be made promptly and in any event within forty-five (45) days, upon the written request of the director, officer, employee or agent of the CompanyIndemnitee, unless a determination is reasonably and promptly made that such director, officer, employee or agent Indemnitee failed to meet the applicable standard of conduct set forth in Section 1 hereof or that such director, officer or employee Indemnitee is not entitled to indemnity under Section 3 hereof. Such determination shall be made (l) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders. If the request for indemnification involves a Proceeding an action, suit or proceeding that arises from the merger, consolidation, reorganization, liquidation, sale of all or substantially all of the assets, or other extraordinary transaction of the Company, the inquiry and resolution thereof required by this Section 7, at the option of the person seeking indemnificationIndemnitee, shall be made by a neutral person mutually acceptable to the Company and the person seeking indemnification. If no disposition of such claim for indemnification is made within forty-five (45) days, a favorable determination of entitlement to indemnification shall be deemed to have been made. The expenses (including attorney’s 's fees) incurred by the person seeking indemnification Indemnitee in connection with successfully establishing such person’s Indemnitee's right to indemnification, in whole or in part, shall also be indemnified by the Company.

Payment of Indemnity. Any indemnification or advance shall be made promptly and in any event within forty-five (45) days, upon the written request of the director, officer, employee or agent of the Company, unless a determination is reasonably and promptly made that such director, officer, employee or agent failed to meet the applicable standard of conduct set forth in Section 1 3 hereof or that such director, officer or employee is not entitled to indemnity under Section 3 4 hereof. Such determination shall be made (l) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders. If the request for indemnification involves a Proceeding an action, suit or proceeding that arises from the merger, consolidation, reorganization, liquidation, sale of all or substantially all of the assets, or other extraordinary transaction of the Company, the inquiry and resolution thereof required by this Section 7, at the option of the person seeking indemnification, shall be made by a neutral person mutually acceptable to the Company and the person seeking indemnification. If no disposition of such claim for indemnification is made within forty-five (45) days, a favorable determination of entitlement to indemnification shall be deemed to have been made. The expenses (including attorney’s fees) incurred by the person seeking indemnification in connection with successfully establishing such person’s right to indemnification, in whole or in part, shall also be indemnified by the Company.

Payment of Indemnity. Any indemnification under this Agreement shall be made promptly promptly, and in any event within forty-five sixty (4560) days, upon the written request of the director, officer, employee or agent of Indemnitee to the Company, unless a determination is reasonably and promptly made that such director, officer, employee or agent Indemnitee failed to meet the applicable standard of conduct set forth in Section 1 3 hereof or that such director, officer or employee is otherwise not entitled to indemnity under Section 3 hereofindemnification hereunder. Such determination shall be made (li) by the Board board of Directors directors of the Company by a majority vote of a quorum consisting of disinterested directors, or ; (2ii) by a committee of such disinterested directors designated by majority vote of such directors, even though less than a quorum, or ; (3iii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel (selected by a majority of such directors) in a written opinion, ; or (4iv) by the stockholdersstockholders of the Company. If the request for indemnification involves a Proceeding that arises from the merger, consolidation, reorganization, liquidation, sale of all or substantially all of the assets, or other extraordinary transaction of the Company, the inquiry and resolution thereof required by this Section 7, at the option of the person seeking indemnificationIndemnitee, shall be made by a neutral person mutually acceptable to the Company and the person seeking indemnificationIndemnitee. If no disposition of such claim for indemnification is made within forty-five sixty (4560) days, a favorable determination of entitlement to indemnification shall be deemed to have been made. The expenses (including attorney’s attorneys’ fees) incurred by the person seeking indemnification Indemnitee in connection with successfully establishing such person’s his or her right to indemnification, in whole or in part, or to collect monies due hereunder, shall also be indemnified by the Company.