Common use of Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application Clause in Contracts

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Without limiting the obligation of the Company to promptly make payments in respect of Expenses in accordance with Paragraph 5, any indemnification under Paragraph 2 or Paragraph 4 shall be made no later than 45 days after receipt by the Company of the written request of Indemnitee, unless a determination is made within said 45-day period by (i) the Board of the Company by a majority vote of directors who are not and were not parties to the relevant Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by 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 that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 2. The right to indemnification or advances as provided by this Indemnity shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Company. Indemnitee’s Expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Without limiting Indemnitee's rights, and the obligation of the Company to promptly make payments in respect of Expenses in accordance with Paragraph 5Company's obligations, under Section 6, any indemnification under Paragraph 2 or Paragraph Sections 3 and/or 4 shall be made or paid by the Company no later than 45 30 days after receipt by the Company of the written request of IndemniteeIndemnitee therefor, unless a determination is made within said 45such 30-day period by (i) the Board of Directors of the Company by a vote of an affirmative majority vote of directors who are not and were not parties to the relevant Proceeding, even though less than a quorumsuch Proceedings, or (ii) by if at least a committee majority of the directors are or were parties to such directors designated by majority vote of such directorsProceedings, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, then by independent legal counsel in a written opinion that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 2. The right to indemnification or advances as provided by this Indemnity shall be enforceable by Indemnitee in any court of competent jurisdictionSections 3 and/or 4. The burden of proving that indemnification is not appropriate shall be on the Company. Indemnitee’s Expenses 's expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding Proceeding shall also be indemnified by the Company.

Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Without limiting Indemnitee's rights, and the obligation of the Company to promptly make payments in respect of Expenses in accordance with Paragraph 5Company's obligations, under Section 6, any indemnification under Paragraph 2 or Paragraph Sections 3 and/or 4 shall be made or paid by the Company no later than 45 30 days after receipt by the Company of the written request of IndemniteeIndemnitee therefor, unless a determination is made within said 45such 30-day period by (i) the Board of Directors of the Company by a vote of an affirmative majority vote of directors who are not and were not parties to the relevant Proceeding, even though less than a quorumsuch Proceedings, or (ii) by if at least a committee majority of the directors are or were parties to such directors designated by majority vote of such directorsProceedings, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, then by independent legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) in a written opinion that the Indemnitee has not met the relevant standards for indemnification set forth in Paragraph 2. The right Sections 3 and/or 4 (in the case of (i) or (ii), referred to indemnification or advances herein as provided by this Indemnity shall be enforceable by Indemnitee in any court of competent jurisdictionthe "Reviewing Party"). The burden of proving that indemnification is not appropriate shall be on the Company. Indemnitee’s Expenses 's expenses reasonably incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding Proceeding shall also be indemnified by the CompanyCompany regardless of the outcome of such process.