Procedure for Determination. The expert will: act as an expert and not as an arbitrator; proceed in any manner he or she thinks fit; conduct any investigation which he or she considers necessary to resolve the dispute or difference; examine such documents, and interview such persons, as he or she may require; have regard to any submissions of the parties but ignore all directions of the parties; make such directions for the conduct of the determination as he or she considers necessary; and give his or her determination within twenty seven (27) days of the referral of the dispute or such other time agreed between the parties and need not give reasons for his or her determination.
Procedure for Determination. The expert will:
Procedure for Determination. The expert will: act as an expert and not as an arbitrator; proceed in any manner he or she thinks fit; conduct any investigation which he or she considers necessary to resolve the dispute or difference; examine such documents, and interview such persons, as he or she may require; and make such directions for the conduct of the determination as he or she considers necessary. Disclosure of Interest The expert must: disclose to the parties any: interest he or she has in the outcome of the determination; conflict of interest; conflict of duty; personal relationship which the expert has with either party, or either party's representatives, witnesses or experts; and other fact, matter or thing which a reasonable person may regard as giving rise to the possibility of bias; and not communicate with one party to the determination without the knowledge of the other. Costs Each party will: bear its own costs in respect of any expert determination; and pay one-half of the expert's costs.
Procedure for Determination. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(d), the Company shall, at its own expense, submit to the selected, in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim under Section 8(b) that the Indemnitee is not entitled to indemnification and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. The Indemnitee shall cooperate with the forum making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such forum upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.
Procedure for Determination. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 3 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.
Procedure for Determination. The Corporation and Indemnitee hereby acknowledge that indemnification of Indemnitee under Section 2 of this Agreement has been pre-authorized by the Corporation, and that no determination need be made for a specific Proceeding that such indemnification or advance of expenses to Indemnitee is permissible in the circumstances because he has met a particular standard of conduct. Nevertheless, except as set forth in Section 4(b) below, evaluation as to reasonableness of Expenses of Indemnitee for a specific Proceeding shall be made as follows:
Procedure for Determination. The Company acknowledges that indemnification of, and advances of Expenses to, a Member, a Manager or an Officer under this Section 8.4(C) has been pre-authorized by the Company, and that no determination need be made for a specific Proceeding that such indemnification or advance of Expenses is permissible in the circumstances because a Member, a Manager or an Officer met a particular standard of conduct. Nevertheless, except as set forth in subsection 8.4(C)(iv)(b), evaluation as to reasonableness of Expenses of a Member, a Manager or an Officer for a specific Proceeding shall be made as follows: (1) if there are two or more Disinterested Managers, by a majority vote of the Disinterested Managers; or (2) if there are fewer than two Disinterested Managers, by a majority vote of the Members.
Procedure for Determination. The expert will: .1 act as an expert and not as an arbitrator; .2 proceed in any manner he or she thinks fit but must observe the rules of natural justice;
Procedure for Determination. 10.1 Purchaser and Seller each shall make a written submission to the Reporting Accountants within 20 (twenty) Business Days after the date the Reporting Accountants accept their engagement in writing, which submission shall contain a computation of the disagreed items remaining open pursuant to Clause 7.1.3(c)(ii) of the Agreement, and information, arguments, and support for such computation. Each of Seller and Purchaser thereafter shall be entitled to submit a written rebuttal to the other's submission, which rebuttals shall be submitted within 15 (fifteen) Business Days of the delivery of the last of the initial submissions. The Reporting Accountants shall review such submissions and rebuttals and base its determination solely on such written submissions and rebuttals (without an independent review).
Procedure for Determination. OF ENTITLEMENT TO INDEMNIFICATION OF LOSSES OR ADVANCE OF EXPENSES
