Common use of Notice and Other Indemnification Procedures Clause in Contracts

Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder. (b) Any indemnification requested by the Indemnitee under Section 3, 4, 5 or 6 hereof shall be made no later than forty-five (45) days after receipt of the written request of the Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceeding, or (ii) in the event such a quorum is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators (selected in the manner set forth in Section 8(c) hereof) that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4, 5 or 6 hereof. (c) Except as set forth herein, the right of indemnification under this Agreement and any dispute arising hereunder, including but not limited to matters of validity, interpretation, application and enforcement, shall be determined exclusively by and through final and binding arbitration in St. Louis, Missouri, each party hereto expressly and conclusively waiving his right to proceed to a judicial determination with respect to such matter. Such arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three arbitrators, one of whom shall be selected by the Company, the second of whom shall be selected by the Indemnitee and the third of whom shall be selected by the other two arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in St. Louis, Missouri. Each arbitrator selected as provided hereto is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the Nasdaq National Market System or listed on the New York Stock Exchange. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 8(c) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (d) The provisions of Section 8(c) hereof shall not apply if, and to the extent that, they may be inconsistent with an undertaking given by the Company (including an undertaking given after the date of this Agreement) to the Securities and Exchange Commission to submit to a court of competent jurisdiction the question whether indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), by the Company is against public policy as expressed in the Securities Act, and to be governed by the final adjudication of such issue. In such case, the determination by such court shall be deemed, for purposes of this Agreement, to be a determination pursuant to Section 8(c) hereof. (e) The Company shall reimburse the Indemnitee for the expenses incurred in prosecuting or defending such arbitration unless the arbitrator finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad faith.

Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder. (b) . Any indemnification requested by the Indemnitee under Section 3, 4, 5 or 6 hereof shall be made no later than forty-five ninety (4590) days after receipt of the written request of the Indemnitee unless a determination is made within said forty-five ninety (4590) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceeding, or (ii) in the event such a quorum is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators (selected in the manner set forth in Section 8(c) hereof) that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4, 5 or 6 hereof. (c) . Except as set forth herein, the right of indemnification under this Agreement and any dispute arising hereunder, including but not limited to matters of validity, interpretation, application and enforcement, shall be determined exclusively by and through final and binding arbitration in St. Louis, Missouri, each party hereto expressly and conclusively waiving his right to proceed to a judicial determination with respect to such matter. Such arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three arbitrators, one of whom shall be selected by the Company, the second of whom shall be selected by the Indemnitee and the third of whom shall be selected by the other two arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state federal district court of general jurisdiction in St. Louis, Missouri. Each arbitrator selected as provided hereto is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the Nasdaq National Market System or listed on the New York Stock Exchange or the American Stock Exchange. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 8(c) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (d) . The provisions of Section 8(c) hereof shall not apply if, and to the extent that, they may be inconsistent with an undertaking given by the Company (including an undertaking given after the date of this Agreement) to the Securities and Exchange Commission to submit to a court of competent jurisdiction the question whether indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), by the Company is against public policy as expressed in the Securities Act, and to be governed by the final adjudication of such issue. In such case, the determination by such court shall be deemed, for purposes of this Agreement, to be a determination pursuant to Section 8(c) hereof. . In the event such court of competent jurisdiction determines that indemnification hereunder in respect of a particular proceeding is against public policy and cannot be made by the Company, the Indemnitee shall repay (ein addition to the expenses advanced pursuant to Section 7) any amounts previously paid by the Company in respect of final judgments, fines or penalties actually levied against the Indemnitee in such proceeding. The Company shall reimburse the Indemnitee for the expenses incurred in prosecuting or defending such arbitration unless the arbitrator finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad faithfaith (and except in the case of a court of competent jurisdiction making a finding that indemnification in respect of such expenses is against public policy as described in Section 8(d) above).

Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder. (b) Any indemnification requested by the Indemnitee under Section 3, 4, 5 or 6 hereof shall be made no later than forty-five (45) days after receipt of the written request of the Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceeding, or (ii) in the event such a quorum is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators (selected in the manner set forth in Section 8(c) hereof) that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4, 5 or 6 hereof. (c) Except as set forth herein, the right of indemnification under this Agreement and any dispute arising hereunder, including but not limited to matters of validity, interpretation, application and enforcement, shall be determined exclusively by and through final and binding arbitration in St. LouisMountain View, MissouriCalifornia, each party hereto expressly and conclusively waiving his right to proceed to a judicial determination with respect to such matter. Such arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three arbitrators, one of whom shall be selected by the Company, the second of whom shall be selected by the Indemnitee and the third of whom shall be selected by the other two arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in St. LouisMountain View, MissouriCalifornia. Each arbitrator selected as provided hereto is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the Nasdaq National Market System or listed on the New York Stock Exchange. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 8(c) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (d) The provisions of Section 8(c) hereof shall not apply if, and to the extent that, they may be inconsistent with an undertaking given by the Company (including an undertaking given after the date of this Agreement) to the Securities and Exchange Commission to submit to a court of competent jurisdiction the question whether indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), by the Company is against public policy as expressed in the Securities Act, and to be governed by the final adjudication of such issue. In such case, the determination by such court shall be deemed, for purposes of this Agreement, to be a determination pursuant to Section 8(c) hereof. (e) The Company shall reimburse the Indemnitee for the expenses incurred in prosecuting or defending such arbitration unless the arbitrator finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad faith.

Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder. (b) Any indemnification requested by the Indemnitee under Section 3, 4, 5 or 6 hereof shall be made no later than forty-five (45) days after receipt of the written request of the Indemnitee unless a determination is made within said forty-five (45) day period (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who are not parties to such proceeding, or (ii) in the event such a quorum is not obtainable, at the election of the Company, either by independent legal counsel in a written opinion or by a panel of arbitrators (selected in the manner set forth in Section 8(c) hereof) that the Indemnitee has not met the relevant standards for indemnification set forth in Section 3, 4, 5 or 6 hereof. (c) Except as set forth herein, the right of indemnification under this Agreement and any dispute arising hereunderhereunder or under any indemnification provision contained in the Company's Bylaws, including but not limited to matters of validity, interpretation, application and enforcement, shall be determined exclusively by and through final and binding arbitration in St. LouisWashington, MissouriDC, each party hereto expressly and conclusively waiving his right to proceed to a judicial determination with respect to such matter. Such arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three arbitrators, one of whom shall be selected by the Company, the second of whom shall be selected by the Indemnitee and the third of whom shall be selected by the other two arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court Superior Court of general jurisdiction in St. Louis, Missourithe District of Columbia. Each arbitrator selected as provided hereto herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the Nasdaq National Market System or listed on the New York Stock Exchange. It is expressly understood and agreed by the parties that that, notwithstanding any provision contained in the Bylaws or right granted thereunder, a party may compel arbitration pursuant to this Section 8(c) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (d) The provisions of Section 8(c) hereof shall not apply if, and to the extent that, they may be inconsistent with an undertaking given by the Company (including an undertaking given after the date of this Agreement) to the Securities and Exchange Commission to submit to a court of competent jurisdiction the question whether indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), by the Company is against public policy as expressed in the Securities Act, and to be governed by the final adjudication of such issue. In such case, the determination by such court shall be deemed, for purposes of this Agreement, to be a determination pursuant to Section 8(c) hereof. (e) The Company shall reimburse the Indemnitee for the expenses incurred in prosecuting or defending such arbitration unless the arbitrator finds that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad faith.