Common use of Authorization of Indemnification Clause in Contracts

Authorization of Indemnification. Any indemnification under this Article VI (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 or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.01 or Section 6.02 of this Article VI, as the case may be. Such determination shall be made (i) 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 (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. To the extent, however, that a director, officer or employee has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VI 6 (unless ordered by a court) shall be made by the corporation Company only as authorized in the specific case upon a determination that indemnification of the director, officer officer, employee or employee agent is proper in the circumstances because he the person has met the applicable standard of conduct set forth in Section 6.01 6.1 or Section 6.02 of this Article VI6.2, as the case may be. Such determination shall be made (i) 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 (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 stockholdersMember(s). To the extent, however, that a director, officer officer, employee or employee agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him the person in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VI ARTICLE VIII (unless un less ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of the director, director or officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.01 1 or Section 6.02 2 of this Article VIARTICLE VIII, as the case may be. Such determination shall be made (i) 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 (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. To the extent, however, that a director, director or officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VI Section (unless ordered by a court) shall be made by the corporation Company only as authorized in the specific case upon a determination that indemnification of the director, manager or officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.01 subsection 19.1 or Section 6.02 subsection 19.2 of this Article VISection, as the case may be. Such determination shall be made (i) by the Board of Directors Managers by a majority vote of a quorum consisting of directors Managers 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 Managers so directs, by independent legal counsel in a written opinion, or (iii) by the stockholdersMembers. To the extent, however, that a director, manager or an officer or employee of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VI X (unless ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of the director, director or officer or employee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 1 or Section 6.02 2 of this Article VIX, as the case may be. Such determination shall be made (i) 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 (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. To the extent, however, that a director, director or officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Authorization of Indemnification. Any indemnification under this Article VI XIII (unless ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer officer, employee or employee agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.01 13.1 or Section 6.02 13.2 of this Article VIXIII, as the case may be. Such determination shall be made (i) 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 (ii) if such a quorum is not obtainable, or, even if obtainable obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer officer, employee or employee agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.