Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof promptly. In addition, the Company agrees: (a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "Request") is delivered to the Company by the Director; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) days after a Request is delivered to the Company by the Director; and (c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's payment (or incurring) of expenses with respect to which indemnification is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification is sought.
Appears in 8 contracts
Sources: Indemnification Agreement (Texoil Inc /Nv/), Indemnification Agreement (Texoil Inc /Nv/), Indemnification Agreement (Texoil Inc /Nv/)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 8 contracts
Sources: Indemnification Agreement (Electrostar Inc), Indemnification Agreement (Winston Furniture Co of Alabama Inc), Indemnification Agreement (Health & Nutrition Systems International Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the Director; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the Director. The failure to make a Determination within with in the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 4 contracts
Sources: Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc), Indemnification Agreement (Video Jukebox Network Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 3 contracts
Sources: Indemnification Agreement (Lets Talk Cellular & Wireless Inc), Indemnification Agreement (Newtech Corp), Indemnification Agreement (Empire Financial Holding Co)
Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (9060) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.
Appears in 3 contracts
Sources: Indemnification Agreement (CLS Holdings USA, Inc.), Indemnification Agreement (CLS Holdings USA, Inc.), Indemnification Agreement (CLS Holdings USA, Inc.)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 2 contracts
Sources: Indemnification Agreement (Sportsline Usa Inc), Indemnification Agreement (Dental Care Alliance Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or 5 reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 2 contracts
Sources: Indemnification Agreement (Miami Cruiseline Services Holdings I B V), Indemnification Agreement (Miami Cruiseline Services Holdings I B V)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 2 contracts
Sources: Indemnification Agreement (Compass Plastics & Technologies Inc), Indemnification Agreement (Metalogics Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 2 contracts
Sources: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 2 contracts
Sources: Indemnification Agreement (21st Century Holding Co), Indemnification Agreement (21st Century Holding Co)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Connectsoft Communications Corp)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
and (c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification indernnification or reimbursement is sought.
Appears in 1 contract
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Magicworks Entertainment Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Republic Banking Corp of Florida)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Sunglass Hut International Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company agrees:
(a1) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorExecutive;
(b2) if the Determination is to be made by independent indepen- dent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorExecutive; and
(c3) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorExecutive. The failure of the Company to use its best efforts to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of Nevada. Notwithstanding Executive notwithstanding anything herein to the contrary, a . A Determination may be made in advance of (i) the DirectorExecutive's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 Section 4.1 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Terremark Worldwide Inc)
Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company Corporation agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) business days after a written request for a Determination (a "“Request"”) is delivered to the Company Corporation by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Perry Ellis International, Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION 4 hereof this Section 3 promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent special legal counsel, such Determination shall be made not later than twenty thirty (2030) days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws reasonable Expenses of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses Expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding Proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Metropolitan Health Networks Inc)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 30 days after a written request for a Determination (a "“Request"”) is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the Director's Indemnitee’s payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Forefront Holdings, Inc.)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the Director;Indemnitee; and
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (ia) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (iib) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Sources: Indemnification Agreement (Rexx Environmental Corp)
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the Company, such Determination shall be made not later than ninety (90) 120 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification Indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, sought and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
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Sources: Settlement Agreement (Lets Talk Cellular & Wireless Inc)
Timing of the Determination. The Company Corporation shall use its best efforts to make the Determination contemplated by SECTION 4 Section 5 hereof promptly. In addition, the Company Corporation agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 15 days after a written request for a Determination (a "Request") is delivered to the Company Corporation by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 30 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders shareholders of the CompanyCorporation, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company Corporation by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
Appears in 1 contract
Timing of the Determination. The Company shall use its best efforts to make the Determination contemplated by SECTION Section 4 hereof promptly. In addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee thereof, such Determination shall be made not later than fifteen (15) 45 days after a written request for a Determination (a "Request") is delivered to the Company by the DirectorIndemnitee;
(b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than twenty (20) 45 days after a Request is delivered to the Company by the DirectorIndemnitee; and
(c) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than ninety (90) 90 days after a Request is delivered to the Company by the DirectorIndemnitee. The failure to make a Determination within the above-specified time periods period shall constitute a Determination approving full indemnification or reimbursement of the Director, as the case may be, except as expressly limited by the laws of the State of NevadaIndemnitee. Notwithstanding anything herein to the contrary, a Determination may be made in advance of (i) the DirectorIndemnitee's payment (or incurring) of expenses with respect to which indemnification or reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.
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