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. Without limiting Indemnitee's rights, and the Company's obligations, under Section 6, any indemnification under Sections 3 and/or 4 shall be made or paid by the Company no later than 30 days after receipt by the Company of the written request of Indemnitee therefor, unless a determination is made within such 30-day period by (i) the Board of Directors of the Company by a vote of an affirmative majority of directors who are not and were not parties to such Proceedings, or (ii) if at least a majority of the directors are or were parties to such Proceedings, then by independent legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) in a written opinion that Indemnitee has not met the relevant standards for indemnification set forth in Sections 3 and/or 4 (in the case of (i) or (ii), referred to herein as the "Reviewing Party"). The burden of proving that indemnification is not appropriate shall be on the Company. Indemnitee's expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Company regardless of the outcome of such process.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Without limiting Indemnitee's rights, and the Company's obligations, under Section 6obligation of the Company to promptly make payments in respect of Expenses in accordance with Paragraph 5, any indemnification under Sections 3 and/or Paragraph 2 or Paragraph 4 shall be made or paid by the Company no later than 30 45 days after receipt by the Company of the written request of Indemnitee thereforIndemnitee, unless a determination is made within such 30said 45-day period by (i) the Board of Directors of the Company by a majority vote of an affirmative majority of directors who are not and were not parties to such Proceedingsthe relevant Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if at least a majority of the there are no such directors, or if such directors are or were parties to such Proceedingsso direct, then by independent legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) in a written opinion that the Indemnitee has not met the relevant standards for indemnification set forth in Sections 3 and/or 4 (Paragraph 2. The right to indemnification or advances as provided by this Indemnity shall be enforceable by Indemnitee in the case any court of (i) or (ii), referred to herein as the "Reviewing Party")competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Company. Indemnitee's expenses ’s Expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such Proceeding proceeding shall also be indemnified by the Company regardless of the outcome of such processCompany.