Procedure for Indemnification. In order to obtain indemnification pursuant to Paragraphs 3, 4 or 6 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event within 60 days aft
...er receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 or 4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion or (d) by the stockholders.
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Procedure for Indemnification. In order to obtain indemnification
or advancement of expenses pursuant to
Paragraphs 3, 4 Section 1, 2, 3 or
6 5 of this
Agreement, Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to
the Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of
Expenses. expenses. Any such indemnification or advance
...ment of Expenses expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 4, 2, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether action, suit or not proceeding in question ("disinterested directors'), (b) if no such quorum is obtainable, a quorum, (b) by majority vote of a committee of Disinterested Directors designated by two or more disinterested directors, (c) a majority vote of Disinterested Directors, whether a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or not a quorum, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by proceeding in question, (d) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in Corporation), or (e) a written opinion or (d) by the stockholders. court of competent jurisdiction.
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Procedure for Indemnification.
In order to obtain indemnification pursuant to Paragraphs 3, 4 or 6 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any
such indemnification or advancement of Expenses
pursuant to Paragraphs 3, 4, 7, or 9 of this Agreement shal
...l be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, Indemnitee unless with respect to requests under Paragraphs 3 3, 4 or 4 9 the Corporation determines within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Paragraph 3 or 4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding in question ("Disinterested Directors"), whether or not a quorum, (b) by a committee of two or more Disinterested Directors designated by a majority vote of the Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directors, Directors or if appointed by a majority vote of the Disinterested Directors so direct, by Directors, independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion or (d) by a majority vote of the stockholders. stockholders of the Corporation. The right to indemnification or advances of Expenses as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above. The Indemnitee's Expenses incurred in connection with successfully establishing [his/her] or its right to indemnification, in whole or in part, in any such Proceeding shall also be indemnified by the Corporation. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement shall be on the Corporation.
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Procedure for Indemnification. In order to obtain indemnification pursuant to
Paragraphs Sections 3, 4 or 6 of this Agreement, Indemnitee shall submit to the
Corporation Company a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, and in any event w
...ithin 60 sixty (60) days after 5 receipt by the Corporation Company of the written request of the Indemnitee, unless with respect to requests under Paragraphs Section 3 or 4 of this Agreement, the Corporation Company determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Section 3 or 4, as the case may be. Such Except as otherwise provided in Section 11 of this Agreement, such determination, and any determination pursuant to Paragraph Section 8 of this Agreement that advanced Expenses must be repaid to the Corporation, Company, shall be made in each instance (a) by a majority vote of the directors of the Corporation Company consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum, quorum is then present, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, quorum is then present, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Company) in a written opinion or (d) by the stockholders.
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Procedure for Indemnification. In order to obtain indemnification
or advancement of Expenses pursuant to Paragraphs 3,
4 4, 6 or
6 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly, a
...nd in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 3, 4 or 4 8 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Paragraph 3 or 4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), ("disinterested directors"), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not a quorum, at that time parties to the Proceeding, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion Corporation), or (d) by the stockholders. a court of competent jurisdiction.
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Procedure for Indemnification. In order to obtain indemnification
or advancement of Expenses pursuant to Paragraphs 3,
4 4, 6 or
6 8 of this Agreement,
the Indemnitee shall submit to the Corporation a written
request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. request. Any such indemnification or advancement of Expenses shall be mad
...e promptly, and in any event within 60 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 3, 4 or 4 8 the Corporation determines within such 60-day 30-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Paragraph 3 or 4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"), ("disinterested directors"), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by a majority vote of Disinterested Directors, disinterested directors, whether or not a quorum, (c) if there are no Disinterested Directors, disinterested directors, or if Disinterested Directors the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion opinion, or (d) by the stockholders. stockholders of the Corporation.
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