Common use of Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application Clause in Contracts

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any indemnification under Sections 3 and 4 shall be made no later than 45 days after receipt by the Corporation of a written request therefor from Indemnitee, unless a determination in made within said 45 day period by (1) the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to the Proceeding in respect of which such written request is made, or (2) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum in not obtainable), that the Indemnitee has not met the applicable standard for indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable; provided, however, that, notwithstanding the foregoing, following the occurrence of a Change in Control of the Corporation, the determination as to whether or not Indemnitee has met the applicable standard of indemnification set forth in Section 3 or 4 hereof, whichever shall be applicable, shall in all events be made by independent counsel selected as provided in paragraph (b) of this section.