Common use of Standard of Conduct Determination Clause in Contracts

Standard of Conduct Determination. The Standard of Conduct Determination will be made as follows (subject to the provisions of Section 9): (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board; (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors; or (iii) if there are no such Disinterested Directors, if the Disinterested Directors so direct, or if Indemnitee so requests by providing a written request to the Company on or before the Notification Date (which written request shall specify the Independent Counsel selected by Indemnitee), by Independent Counsel, as approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which will be delivered to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board or any duly authorized committee of the Board (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination will be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewith. The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five Business Days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

Standard of Conduct Determination. The To the extent that an Indemnifiable Claim or any portion thereof, including the defense of any Indemnifiable Claim or any portion thereof or defense of any issue or matter therein, will not have been resolved successfully on the merits or otherwise in favor of Indemnitee, including through a dismissal without prejudice, and the provisions of Section 8(a) are thereby inapplicable, any Standard of Conduct Determination will be made as follows (subject to the provisions of Section 9): follows: (i) by the Board by a majority vote of the a quorum consisting of Disinterested Directors, even or, if less than such quorum cannot be obtained, then by a quorum majority vote of a duly-authorized committee of the Board; Board consisting solely of one or more Disinterested Directors designated by the Disinterested Directors to make the determination, (ii) if such a majority of Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors; or (iii) if there are no such Disinterested Directors, if the Disinterested Directors so direct, or if Indemnitee so requests by providing a written request to the Company on or before the Notification Date (which written request shall specify the Independent Counsel selected by Indemnitee), by Independent Counsel, as approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which will shall be delivered to Indemnitee or (iii) if there are no such Disinterested Directors, by Independent Counsel, selected by the Indemnitee, subject to the reasonable approval of the Board, in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if at in the time event that there has been a Change in Control after the date of any this Agreement, all Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board or any duly authorized committee of the Board (unless Indemnitee requests that such Standard of Conduct Determination Determinations thereafter shall be made by Independent Counsel, in which case such Standard of Conduct Determination will be made by Independent Counsel). Indemnitee and the Company will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewithdetermination. The Company will shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will shall reimburse Indemnitee for, or advance to Indemnitee, within five Business Days business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

Standard of Conduct Determination. The To the extent that the provisions of Section 5(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, or if any Indemnifiable Claim is concluded without a final adjudication on the issue of liability, the Company shall nevertheless indemnify Indemnitee for Indemnifiable Losses unless a determination is made that indemnification of Indemnitee is not proper in the circumstances because his or her actions in question were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the Company or otherwise failed to satisfy any applicable standard of conduct under North Carolina law (a “Standard of Conduct Determination”). Any such Standard of Conduct Determination will shall be made as follows (subject in accordance with this paragraph. If a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this sentence, the provisions Standard of Section 9): Conduct Determination shall be made either (i) by a the Board by majority vote of the Disinterested Directors, even if less than a quorum consisting of directors not at the Boardtime parties to the Indemnifiable Claim; (ii) if such Disinterested Directors so directa quorum cannot be obtained under subdivision (i), by a majority vote of a committee designated by the Board (in which designation directors who are parties may participate), consisting solely of Disinterested Directors two or more directors not at the time parties to the Indemnifiable Claim; (iii) by Independent Counsel selected by the Board or its committee in the manner prescribed by subdivision (i) or (ii); or (iv) if a quorum cannot be obtained under subdivision (i) or a committee designated under subdivision (ii), by a majority vote of all Disinterested Directors; or the full Board (iii) if there in which directors who are no such Disinterested Directors, if parties may participate). If a Change in Control shall have occurred and Indemnitee shall not have requested that the Disinterested Directors so direct, or if Indemnitee so requests by providing a written request Standard of Conduct Determination be made pursuant to the Company on or before prior sentence, the Notification Date (which written request Standard of Conduct Determination shall specify the be made by Independent Counsel selected by Indemnitee), . Any Standard of Conduct Determination made by Independent Counsel, as approved by the Board (such approval not to Counsel shall be unreasonably withheld, delayed or conditioned), delivered in a written opinion addressed to the Board, a copy of which will shall be delivered provided to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board or any duly authorized committee of the Board (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination will be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination without incurring any unreimbursed cost in connection therewith. The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five Business Days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.