Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination, if any, shall be made (i) by Independent Legal Counsel, or (ii) by a court of competent jurisdiction.
Appears in 1 contract
Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination, if any, determination shall be made (i) by Independent Legal Counsela majority vote of the directors who are not parties to the action, suit or proceeding in question (ii) by “disinterested directors”), even if less than a court of competent jurisdiction.quorum,
Appears in 1 contract
Determination That Indemnification Is Proper. Any indemnification hereunder under this Agreement shall (unless otherwise ordered by a court) be made by the Corporation Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard standards of conduct set forth in Section 1(b) hereof. Any such determination, if any, shall be made (i) by Independent Legal Counsel, 1.1 or (ii) by a court of competent jurisdiction1.
Appears in 1 contract