Common use of Standard of Conduct Determination Clause in Contracts

Standard of Conduct Determination. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3, to the fullest extent authorized or permitted by the laws of the State of Colorado, provided that any determination of whether Indemnitee has satisfied any applicable standard of conduct under Colorado law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim, and any determination that Expense Advances in respect of such Claims must be repaid to the Company (in either case, a “Standard of Conduct Determination”), shall be made by Proper Group Determination. Without limiting the generality of the foregoing, to the extent required by the laws of the State of Colorado, the Standard of Conduct Determination for indemnification covered by this Section 8(b) shall include the determination: (a) that Indemnitee’s conduct was in good faith; (b) that Indemnitee reasonably believed that such conduct was (i) in case of conduct in Indemnitee’s official capacity with the Company, in the Company’s best interests, and (ii) in all other cases, not opposed to the Company’s best interests; and (c) in the case of any criminal proceeding, that Indemnitee had no reasonable cause to believe that his or her conduct was unlawful.

Standard of Conduct Determination. To the extent that the provisions of Section 8(a) are inapplicable to a Claim an Action related to an Indemnifiable Event that shall have been finally disposed of, Indemnitee shall be indemnified against all Losses relating to such Claim Action in accordance with Section 32, to the fullest extent authorized or permitted by the laws of the State of Colorado, provided that any determination of whether Indemnitee has satisfied any applicable standard of conduct under Colorado law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such ClaimAction, and any determination that Expense Advances in respect of such Claims Actions must be repaid to the Company Corporation (in either case, a “Standard of Conduct Determination”), shall be made by Proper Group Determination. Without limiting the generality of the foregoing, to the extent required by the laws of the State of Colorado, the Standard of Conduct Determination for indemnification covered by this Section 8(b) shall include the determination: (ai) that Indemnitee’s conduct was in good faith; (bii) that Indemnitee reasonably believed that such conduct was (i1) in case of conduct in Indemnitee’s official capacity with the CompanyCorporation, in the CompanyCorporation’s best interests, and (ii2) in all other cases, not opposed to the CompanyCorporation’s best interests; and (ciii) in the case of any criminal proceeding, that Indemnitee had no reasonable cause to believe that his or her conduct was unlawful.