Determination and Authorization of Indemnification Clause Samples

Determination and Authorization of Indemnification. (a) The Corporation shall not indemnify the Indemnitee under this Agreement unless authorized in the specific case 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 2(b) of this Agreement. (b) The determination shall be made: (i) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) If a quorum cannot be obtained under (i) of this subsection, 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 or more directors not at the time parties to the proceeding; (iii) By special legal counsel: (A) Selected by the Board of Directors or its committee in the manner prescribed in (i) or (ii) of this subsection; or (B) If a quorum of the Board of Directors cannot be obtained under (i) of this subsection and a committee cannot be designated under (ii) of this subsection, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate; or (iv) By the shareholders, but shares owned by or voted under the control of directors or officers who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b) (iii) of this Section to select counsel.
View SourceView Similar (4)
Determination and Authorization of Indemnification. For the purpose of pursuing rights to indemnification, Indemnitee shall submit to the Board a sworn written statement requesting indemnification, including therein such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and reasonable evidence of all amounts for which such indemnification is requested (together, the sworn statement and the evidence constitutes an “Indemnification Statement”).
View Source
Determination and Authorization of Indemnification. The Corporation shall not indemnify a Director under Section 2 of this Article unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 2.
View Source
Determination and Authorization of Indemnification. Except as to court-ordered indemnification as provided in Section 9.5, the LLC may not indemnify a Responsible Person under Section 9.1 unless authorized in the specific case after a determination has been made that indemnification of the Responsible Person is permissible in the circumstances because the Responsible Person has satisfied the standard of conduct set forth in Section 9. 1. The determination shall be made: (a) by the majority vote of a quorum of the Managers consisting of Managers who were not and are not at the time parties to or threatened to be made parties to the proceeding; (b) by independent legal counsel selected by a majority vote of a quorum of disinterested Managers other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the LLC or any person to be indemnified within the past five years; or (c) by the Members holding a majority of the Units of the LLC, provided that the Units owned by or voted under the control of Members who are at the time parties to the proceeding may not vote on the determination. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible as provided in this Section 9.6, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under Section 9.6(b) to select special legal counsel.
View Source
Determination and Authorization of Indemnification. 20 9.7 Insurance.....................................................................................20 9.8
View Source
Determination and Authorization of Indemnification. Indemnification of Officers, Employees, and Agents.........
View Source
Determination and Authorization of Indemnification. A. THE CORPORATION SHALL NOT INDEMNIFY A DIRECTOR UNDER SECTION 2 OF THIS ARTICLE UNLESS AUTHORIZED IN THE SPECIFIC CASE AFTER A DETERMINATION HAS BEEN MADE THAT INDEMNIFICATION OF THE DIRECTOR IS PERMISSIBLE IN THE CIRCUMSTANCES BECAUSE HE OR SHE HAS MET THE STANDARD OF CONDUCT SET FORTH IN SECTION 2. B. THE DETERMINATION SHALL BE MADE: (1) BY THE BOARD OF DIRECTORS BY MAJORITY VOTE OF A QUORUM CONSISTING OF DIRECTORS NOT AT THE TIME PARTIES TO THE PROCEEDING; (2) IF A QUORUM CANNOT BE OBTAINED UNDER SUBSECTION B(1) OF THIS SECTION, 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 OR MORE DIRECTORS NOT AT THE TIME PARTIES TO THE PROCEEDING;
View Source
Determination and Authorization of Indemnification. Indemnification of Officers, Employees, and Agents.........
View Source

Related to Determination and Authorization of Indemnification

  • Authorization of Indemnification Any indemnification under this Article VII (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 or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Termination of Indemnification The obligations to indemnify and hold harmless an Indemnified Party (i) pursuant to Section 7.1 and Section 7.2 shall terminate when the applicable representation or warranty terminates pursuant to Section 7.6; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any specific matter as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice thereof (stating in reasonable detail the basis of such claim) (a “Claim Notice”) to the Indemnifying Person.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.