“Determination” means a determination that either # there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or # there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

Proceedings By or In the Right of the Company. If indemnification is requested under [Section 3(b)] and

no Standard Conduct Determination is legally required as a condition to indemnification of the Indemnitee hereunder; or

permitting the Licensee to have overall control of the conduct of the negotiations and the proceedings including any counterclaim;

Conduct of Business. The Company will not, nor will it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company or such Subsidiaries on the date hereof and any business or activities which are reasonably similar, related or incidental thereto or logical extensions thereof.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of the Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Conduct of Meetings. Any meeting of the Board may be held, and any Manager may attend and vote and be present at a meeting, in person (including by proxy given to another Manager), telephonically or by means of other communications equipment allowing all persons participating in the meeting to hear each other.

Standards of Conduct. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company.

Conduct of Business. During the period from the date hereof to the Closing of the Acquisition contemplated herein: # [[Organization B:Organization]]’s business and the Company’s business will be carried on in accordance with all applicable laws, rules and regulations (the violation of which would have a material adverse effect on the other parties) and in a manner consistent with past customs and practices; and # [[Organization B:Organization]] and the Company agree to conduct their respective businesses in the ordinary course thereof.

Conduct of Business. Engage in any business other than the businesses in which it is permitted to conduct under its Governing Documents, or any businesses or activities substantially similar or related thereto.