Common use of Determination and Authorization of Indemnification Clause in Contracts

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.

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;; or (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;; or (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.

Determination and Authorization of Indemnification. (a) The Corporation Any indemnification under Section 3 hereof, unless pursuant to a determination by a court, shall not indemnify be made by the Indemnitee under this Agreement unless Company only as authorized in the specific case after upon a determination has been made (the “Determination”) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the standard of conduct set forth in under Section 2(b) of this Agreement. (b) The determination 3 hereof. Any such Determination shall be mademade as follows: (i1) By by the Company’s Board of Directors (the “Board”) by majority vote of a quorum consisting of directors not (“Disinterested Directors”) who are not, at the time of the Determination, named parties to the proceedingProceeding to which the indemnification relates; (ii2) If if a quorum of Disinterested Directors cannot be obtained under (i) of this subsectionin the manner described above, by majority vote of a committee duly designated by the Board of Directors, (in which designation directors who are parties all directors, whether or not Disinterested Directors, 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 subsectionDisinterested Directors; or (B3) If a quorum by independent legal counsel selected by those members of the Board selected in the manner set forth in clause (1) of Directors this Section 3.1 or by a committee duly designated by the Board selected in the manner set forth in clause (2) of this Section 3.1 or, if a quorum cannot be obtained or a committee designated under clauses (i1) and (2) of this subsection and a committee cannot be designated under (ii) of this subsectionSection 3.1, selected by majority a vote of the full Board consisting of Directors, in which selection all directors including those who are named parties may participateto the Proceeding to which the indemnification relates; or (iv4) By the by vote of shareholders, but except that shares owned held by or voted under the control of any directors or officers who are at named in the time parties to the proceeding Proceeding may not be voted on the determinationvoted. (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.

Determination and Authorization of Indemnification. (a) The Corporation HC shall not indemnify the Indemnitee under Section 2 of this Agreement above unless authorized in the specific case after a determination has been made in the specific case that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee he has met the standard of conduct set forth in Section 2(bsubsection (a) of Section 2 of this AgreementAgreement above; provided, however, that regardless of the result or absence of any such determination, and unless limited by the Articles of Incorporation of HC, to the extent that Indemnitee has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a member of the Board of Directors, HC shall indemnify Indemnitee against reasonable expenses incurred by him in connection therewith. (b) The determination specified in subsection (a) of this Section 3 shall be made: (i1) By the Board of Directors of HC by majority vote of a quorum consisting of directors Directors not at the time parties to the proceeding; (ii2) If a quorum cannot be obtained under paragraph (i1) of this subsectionsubsection (b) of this Section 3, by majority vote of a committee duly designated by the Board of Directors, Directors (in which designation directors Directors who are parties may participate), consisting solely of two or more directors Directors not at the time parties to the proceeding; (iii3) By special legal counsel: (A) Selected by the Board of Directors or its committee in the manner prescribed in paragraphs (i1) or and (ii2) of this subsectionsubsection (b) of this Section 3; or (B) If a quorum of the Board of Directors cannot be obtained under paragraph (i1) of this subsection (b) of this Section 3 and a committee cannot be designated under paragraph (ii2) of this subsectionsubsection (b) of this Section 3, selected by a majority vote of the full Board of Directors, Directors (in which selection directors Directors who are parties may participate); or (iv4) By the shareholdersshareholders of HC, but shares owned by or voted under the control of directors or officers Directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation 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 paragraph (3) of subsection (b) (iii) of this Section 3 to select counsel. (d) If the determination to be made pursuant to Section 3(a) above has not been made within thirty (30) days following Indemnitee's written request for indemnification, then Indemnitee shall be deemed to have met the standard of conduct set forth in subsection (a) of Section 3 of this Agreement. If the determination to be made pursuant to Section 3(c) above has not been made within thirty (30) days following Indemnitee's written request for indemnification for, or advancement of, expenses, then the expenses claimed shall be deemed reasonable.