Common use of Method of Determination Clause in Contracts

Method of Determination. If such a determination is required as a matter of law as a condition to indemnification, a determination with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (i) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (ii) of this Section 8(b), the determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control has not occurred, the determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who are not and were not a party to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”). In the event that a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee.

Method of Determination. If such a determination is required as a matter of law as a condition to indemnification, a determination with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (i) if a Change in of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (ii) of this Section 8(b), the determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control has not occurred, the determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who are not and were not a party to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”). In the event that a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination shall be made by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee.

Method of Determination. If such a A determination is (if required as a matter of law as a condition to indemnification, a determination by applicable ----------------------- law) with respect to Indemnitee’s 's entitlement to indemnification shall be made as follows: (ia) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (iib) of this Section 8(b)6.02, the determination shall be made by Independent Counsel in a written opinion statement to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee; (iib) if a Change of Control has not occurred, and subject to Section 6.05, the determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of the Company's Directors are not and were not a party to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”Disinterested). In the event that a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination shall be made by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee.