Common use of Timing of the Determination Clause in Contracts

Timing of the Determination. The Company shall use reasonable efforts to make the Determination contemplated by 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 30 days after a written request for a Determination (a “Request”) is delivered to the Company by the Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 days after a Request is delivered to the Company by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the Determination may be made in advance of (i) the 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.

Timing of the Determination. The Company Corporation shall use reasonable its best efforts to make the Determination contemplated by Section 5 hereof promptlypromptly (but in no event later than forty-five (45) days after receipt by the Corporation of a written request for indemnification). 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 30 15 days after a written request for a Determination (a “"Request”") is delivered to the Company Corporation by the Indemnitee; and; (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company Corporation by the Indemnitee; and (c) if the Determination is to be made by the shareholders of the Corporation, such Determination shall be made not later than 90 days after a Request is delivered to the Corporation by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the a Determination may be made in advance of (i) the Indemnitee’s 's payment (or incurring) of expenses with respect to which indemnification or of reimbursement is sought, and/or (ii) final disposition of the action, suit or proceeding with respect to which indemnification or reimbursement is sought.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by Section 4 or 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 30 15 days after a written request for a Determination (a “"Request”") is delivered to the Company by the Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the Determination may be made in advance of (i) the Indemnitee’s '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.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by Section 5 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 30 15 days after a written request for a Determination (a “Request”) is delivered to the Company by the Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the a Determination may be made in advance of (i) the 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.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by 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 30 15 days after a written request for a Determination (a “"Request”") is delivered to the Company by the Indemnitee; andExecutive; (b2) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the IndemniteeExecutive; and (3) if the Determination is to be made by the shareholders of the Company, such Determination shall be made not later than 90 days after a Request is delivered to the Company by the Executive. The failure of the Company to use its best efforts to make a Determination within the above-above specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding Executive notwithstanding anything herein to the contrary, the . A Determination may be made in advance of (i) the Indemnitee’s Executive'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.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by Section 5 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 30 15 days after a written request for a Determination (a “"Request”") is delivered to the Company by the Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the a Determination may be made in advance of (i) the Indemnitee’s '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.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by Section 4 or 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 30 15 days after a written request for a Determination (a “Request”) is delivered to the Company by the Indemnitee; and (b) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the Indemnitee. The failure to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding anything herein to the contrary, the Determination may be made in advance of (i) the 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.

Timing of the Determination. The Company shall use reasonable its best efforts to make the Determination contemplated by 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 30 15 days after a written request for a Determination (a “"Request”") is delivered to the Company by the Indemnitee; andExecutive; (b2) if the Determination is to be made by independent legal counsel, such Determination shall be made not later than 45 30 days after a Request is delivered to the Company by the IndemniteeExecutive; and (3) if the Determination is to be made by the stockholders of the Company, such Determination shall be made not later than 90 days after a Request is delivered to the Company by the Executive. The failure of the Company to use its best efforts to make a Determination within the above-specified time period shall constitute a Determination approving full indemnification or reimbursement of the Indemnitee. Notwithstanding Executive notwithstanding anything herein to the contrary, the . A Determination may be made in advance of (i) the Indemnitee’s Executive'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.