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. Any defense, indemnification, or advance under Pxxxxxxxx 0, 0 xx 0 xxxxx xx made by the Corporation no later than 30 days after receipt of the written request of the Indemnitee therefore, unless a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable) that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 2 and 3. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification or advances are not appropriate. The failure of the Corporation to have made a determination that indemnification or advances are proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any defense, indemnification, indemnification or advance under Pxxxxxxxx Paraxxxxx 0, 0 xx 0 xxxxx xx made by the Corporation xxxe no later than 30 days after receipt of the written request of the Indemnitee thereforetherefor, unless unless, in the case of an indemnification, a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable) that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 2 3 and 34. EXHIBIT 10.47.9; PAGE 23 The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification or advances are not appropriate. The failure of the Corporation to have made a determination that indemnification or advances are proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s 's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any defense, indemnification, indemnification or advance under Pxxxxxxxx 0Paragraphs 2, 0 xx 0 xxxxx xx 3 and/or 4 hereof shall be made by the Corporation no later than 30 45 days after receipt of the written request of the Indemnitee thereforeIndemnitee, unless a determination is made within said 3045-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were are not parties to such Proceedingsthe Proceedings that are the subject of Indemnitee’s request, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable) ), that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 2 and 3. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification or advances are not appropriateappropriate shall be on the Corporation. The failure of the Corporation to have made a determination that indemnification or advances are proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any defense, indemnification, indemnification or advance under Pxxxxxxxx Xxxxxxxxx 0, 0 xx 0 xxxxx xx made by the Corporation no later than 30 days after receipt of the written request of the Indemnitee thereforetherefor, unless a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable) that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 2 3 and 34. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification or advances are not appropriate. The failure of the Corporation to have made a determination that indemnification or advances are proper in the circumstances shall not be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s 's Expenses incurred in connection with successfully establishing his right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. (a) Any defense, indemnification, or advance indemnification under Pxxxxxxxx 0, 0 xx 0 xxxxx xx Sections 3 and 4 shall be made by the Corporation as soon as practicable but in any event no later than 30 days after receipt by the Corporation of the written request of the Indemnitee therefore, unless a determination is made within said 30-day period by (a) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceedings, or Indemnitee. (b) independent legal counsel in a written opinion (which counsel shall be appointed if such a quorum is not obtainable) that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraphs 2 and 3. The right to indemnification or advances as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The Corporation shall bear the burden of proving that indemnification or advances are not appropriateappropriate shall be on the Corporation. The Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or stockholders) that Indemnitee has not met such applicable standard conduct, shall not be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s Expenses 's expenses reasonably incurred in connection with successfully establishing his Indemnitee's right to indemnification or advances, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation.