Common use of Specific Authorization Clause in Contracts

Specific Authorization. Any indemnification under Section 13.1 or Section 13.2 herein (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in said Sections 13.1 and 13.

Specific Authorization. Any indemnification under Section 13.1 Sections 10.2 or Section 13.2 herein 10.3 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent any Person described in said Subsections is proper in the circumstances because such person Person has met the applicable standard of conduct set forth in required by said Sections 13.1 and 13Subsections. Such determination shall be made by the Board of Managers by a majority vote of the Managers who were not parties to such action, suit or proceeding.