Specific Authorization. Any indemnification under Section 7.6(b) or Section 7.6(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of any Person described in such Sections is proper in the circumstances because such Person has met the applicable standard of conduct required by such Sections. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Board Members who were not parties to such action, suit or proceeding, even if less than a quorum; or (ii) if there are no such Board Members, or if such Board Members so direct, by independent legal counsel in a written opinion.
Appears in 6 contracts
Samples: Third Fourth, Limited Liability Company Agreement, Limited Liability Company Agreement
