Selection of Forum. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b) hereof that the Indemnitee is not entitled to indemnification will be heard from among the following: (i) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought; (ii) The stockholders of the Company; (iii) If a majority vote of a quorum of the Board, consisting of directors who are not parties to the proceeding for which indemnification is being sought, so orders, by independent legal counsel in a written opinion; or (iv) If a quorum of the Board, consisting of directors who are not parties to the proceeding for which indemnification is being sought, cannot be obtained, by independent legal counsel in a written opinion.
Appears in 2 contracts
Sources: Indemnification & Liability (Kreido Biofuels, Inc.), Indemnity Agreement (Solar Enertech Corp)