Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following:
Determination of Right of Indemnification. Any indemnification under Sections 1 and 2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article V, which determination is made (a) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.
Determination of Right of Indemnification. Any indemnification ------------------------------------------ under subparagraphs (a) and (b) shall be made by the Association only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in subparagraphs (a) and (b) by any of the following:
Determination of Right of Indemnification. Any indemnification under Sections 1(a) above (unless ordered by a court) shall be made by the Corporation only following receipt of a written request by the Indemnitee and only as authorized in the specific case upon a determination that indemnification of the Indemnitee is permissible in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1(a). Such determination shall be made within thirty (30) days from the date the written request of the Indemnitee is received by the Corporation by (i) a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to such Proceeding; (ii) if such a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two (2) or more directors not at the time parties to the Proceeding; (iii) by the shareholders (but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted in the determination); or (iv) by independent special legal counsel. Such independent special legal counsel shall be selected by (i) the majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the Proceeding; (ii) if such a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties to the Proceeding may participate) consisting solely of two (2) or more directors not at the time parties to the Proceeding; (iii) if a quorum of directors not party to the Proceeding cannot be obtained and a committee consisting solely of two (2) or more directors not at the time parties to the Proceeding cannot be designated to select independent special legal counsel, then such independent special legal counsel may be selected by majority vote of the full board of directors (in which selection directors who are parties may participate). The term "independent special legal counsel" as used herein, means a law firm, an attorney, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the past five (5) years has been, retained to represent (i) either the Corporation or Indemnitee in any matter material to either party, or (ii) any other party to a Proceeding giving rise to a claim for indemnification hereunder....
Determination of Right of Indemnification. Any indemnification under Section 5.1 or 5.2 (unless ordered by a court) shall be made by the Corporation 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 he has met the applicable standard of conduct set forth in Section 5.1 or 5.2. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders.
Determination of Right of Indemnification. Any indemnification under Section 10.1 or 10.2 (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 Indemnified Person is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in Section 10.1 and 10.2. Such determination shall be made (i) by the Management Committee by a majority vote of a quorum consisting of members who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested members of the Management Committee so directs, by independent legal counsel in a written opinion, or (iii) by a Majority Vote of the Members.
Determination of Right of Indemnification. 1. Every person (and the heirs and legal representatives of such person) referred to in Paragraph A, hereof, who has been wholly successful on the merits, or otherwise, with respect to any claim, action, suit or proceeding of the character described in Paragraph A, hereof, shall be entitled to indemnification as of right without any further action or approval by the Board of Trustees.
Determination of Right of Indemnification. Any indemnification under Section 1 (unless otherwise ordered by a court) shall be made by the Corporation only following receipt of a written demand by the Indemnitee and only (x) if, in the specific case there has been no determination that indemnification of the Indemnitee is not proper in the circumstances because the Indemnitee has not met the applicable standard of conduct set forth in Section 1 or (y) if (but only if) required by Delaware law, upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made within thirty (30) days from the date the written request of the Indemnitee is received by the Corporation either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (ii) if such a quorum is not obtainable or, even if obtainable if a quorum of disinterested directors so directs, or, if a change in control (as defined below) has occurred subsequent to the Effective Date of the Plan of Reorganization, by the written opinion of independent legal
Determination of Right of Indemnification. (a) Indemnification and advancement of expenses under this Agreement may not be made by the Corporation unless authorized for a specific Proceeding after a determination has been made that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the standard of conduct set forth in Section 1 hereof. Such determination shall be made:
Determination of Right of Indemnification. Any indemnification under Article IX(a) and Article IX(b) shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because that Agent has met the applicable standard of conduct set forth above in Article IX(a) and Article IX(b) by any of the following:
