Upon written request by Indemnitee for indemnification pursuant to 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: # if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or # if a Change in Control shall not have occurred, # by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or # if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to [Section 11(a)], a determination, if required by applicable law, with respect to Indemnitee’Indemnitees entitlement thereto shall be made in the specific case: # if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or # if a Change in Control shall not have occurred, # by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or # if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’Indemnitees entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’attorneys fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’Indemnitees entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to 11([Section 10(a),] above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: # if a Change in Control shall have occurred, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee;Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with [[Section 2-418(e)(2)(ii)])]] of the MGCL, which approval shall not be unreasonably withheld; or # if a Change in Control shall not have occurred, # by a majority votethe Board of the Disinterested Directors, even though less than a quorum of the Board, # by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum consisting of the Board, # if there are no such Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, # if Independent Counsel has been selected by the Board of Directors so direct,in accordance with [[Section 2-418(e)(2)(ii)])]] of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee or # if so directed by a majority of the Board,members of the Board of Directors, by the stockholders of the Company; and, ifCompany. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to [clause (ii)](B) of this [Section 10(b)]. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifiesshall indemnify and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to 11([Section 10(a),] above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: # if a Change in Control shall havehas occurred, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee;Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with [[Section 2-418(e)(2)(ii)])]] of the MGCL, which approval shall not be unreasonably withheld; or # if a Change in Control shallhas not have occurred, # by a majority vote of the Disinterested Directors, even though less thanDirectors or by the majority vote of a quorum of the Board, # by a committeegroup of Disinterested Directors designated by a majority votethe Disinterested Directors to make the determination, # if Independent Counsel has been selected by the Board of Directors in accordance with [[Section 2-418(e)(2)(ii)])]] of the Disinterested Directors, even though less than a quorum of the Board, # if there are no such Disinterested Directors or, if such Disinterested Directors so direct,MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee or # if so directed by the Board,Board of Directors, by the stockholders of the Company; and, ifCompany, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination.determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to [clause (ii)](B) of this [Section 10(b)]. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifiesshall indemnify and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to 11([Section 10(a),] above, a determination,Determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: # if a Change in Control shall havehas occurred, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee;Indemnitee, which Independent Counsel shall be selected by the Board of Directors in accordance with [[Section 2-418(e)(2)(ii)])]] of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld; or # if a Change in Control shallhas not have occurred, # by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, #Board of Directors consisting of Disinterested Directors or, if the Disinterested Directors constitute less than a quorum, by a majority vote of a committee of one or more Disinterested Directors designated by a majority vote of the Board of Directors (which may include the Disinterested Directors, even though less than a quorumDirectors and directors who are parties to the Proceeding), # if Independent Counsel has been selected by the Board of Directors in accordance with [[Section 2-418(e)(2)(ii)])]] of the Board, # if there are no such Disinterested Directors or, if such Disinterested Directors so direct,MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent CounselCounsel, in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee or # if so directed by the Board,Board of Directors, by the stockholders of the Company; and, ifCompany, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten (10) days after such determination.Determination. Indemnitee shall cooperate with the person,person or persons or entity making such determinationDetermination with respect to Indemnitee’Indemnitees entitlement to indemnification, including providing to such person,person or persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination.Determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to [clause (ii)](B) of this [Section 10(b)]. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,person or persons or entity making such determinationDetermination shall be borne by the Company (irrespective of whether the determination as to Indemnitee’s entitlement to indemnification)Determination is a Favorable Determination or an Adverse Determination) and the Company hereby indemnifiesshall indemnify and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to 11(a)[Section 8], a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: # if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board,Board if Indemnitee so requests in such written request for indemnification pursuant to [Section 8] and a Change in Control has occurred, or # by the Company in accordance with the LLC Agreement and applicable law if a Change of Control has not occurred or a Change of Control has occurred but Indemnitee did not request for such determination to be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of whichIndependent Counsel’s written opinion shall be delivered to Indemnitee; or # if a Change in Control shall not have occurred, # by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, # if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or # if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, personsIndependent Counsel or entitythe Company, as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, personscounsel or entitythe Company, upon reasonable advance requestrequest, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expensesexpenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, personsIndependent Counsel or entity making such determinationthe Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Upon written request by Indemnitee for indemnification pursuant to 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: # if a Change in Control shall not have occurred, (A)(1) by the Board of Directors of the Company, by a majority vote of Disinterested Directors (as hereinafter defined) even though less than a quorum, or # by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though less than a quorum, or # if there are no such Disinterested Directors or, even if there are such Disinterested Directors, if the Board of Directors, by the majority vote of Disinterested Directors, so directs, by Independent Counsel in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee; or # if a Change in Controlthe Indemnitee. Such Independent Counsel shall not have occurred, #be selected by a majority votethe Board of Directors and approved by the Indemnitee. Upon failure of the Disinterested Directors, even though less than a quorumBoard of Directors to so select, or upon failure of the Board, #Indemnitee to so approve, such Independent Counsel shall be selected by a committee of Disinterested Directors designated by a majority votethe Chancellor of the Disinterested Directors, even though lessState of Delaware or such other person as the Chancellor shall designate to make such selection. Such determination of entitlement to indemnification shall be made not later than 45 days after receipt by the Company of a quorumwritten request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the Board, # if there are noapplication for indemnification, such Disinterested Directors or, ifperson shall reasonably prorate such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copypart of which shall be delivered to Indemniteeindemnification among such claims, issues or # if so directed by the Board, by the stockholders of the Company; and, ifmatters. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
Determination of Right to Indemnification Payments. Upon written request by Indemnitee for indemnification pursuant to 11(a),the [Section 7(b)] hereof, a determination, if required by applicable law,determination with respect to Indemnitee’Indemnitees entitlement thereto shall be made in the specific case: # if a Change in Control shall have occurred,case by Independent Counsel in a written opinion toone of the Board, a copy offollowing four methods, which shall be delivered to Indemnitee; or # if a Change in Control shall not have occurred,at the election of the Board of Directors: # by a majority vote of the Disinterested Directors,disinterested directors, even though less than a quorum of the Board,quorum, # by a committee of Disinterested Directorsdisinterested directors designated by a majority vote of the Disinterested Directors,disinterested directors, even though less than a quorum of the Board,quorum, or # if there are no such Disinterested Directors or,disinterested directors or if such Disinterested Directorsthe disinterested directors so direct, by Independent Counsel in a written opinion to the Board,Board of Directors, a copy of which shall be delivered to Indemnitee or #the Indemnitee; provided, however, that if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemniteethere has been a Change in so cooperating with the person, persons or entity makingControl, then such determination shall be bornemade by Independent Counsel selected by Indemnitee and approved by the Company (irrespective(which approval shall not be unreasonably withheld). For purposes hereof, disinterested directors are those members of the determination as to Indemnitee’s entitlement to indemnification) andboard of directors of the Company hereby indemnifies and agreeswho are not parties to hold Indemnitee harmless therefrom. The Company promptly will advise Indemniteethe action, suit or proceeding in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.is sought by Indemnitee. Indemnification payments requested by Indemnitee under [Section 3] hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of Expenses shall be made under the provisions of [Section 6] herein.
Upon written request by Indemnitee for indemnification pursuant to 11(the first sentence of [Section 6(a),] hereof, a determination, if required by applicable law,determination with respect to Indemnitee’Indemnitees entitlement thereto shall be made in the specific case:case by one of the following four methods, which shall be at the election of the Board: # ifunless a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or # if a Change in Control shall not have occurred,has occurred: # by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,quorum, # by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,quorum, # if there are no such Disinterested Directors or,or if suchthe Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemniteethe Indemnitee, or # if so directed by the Board, by the stockholders of the Company; and,and # if it is so determined that Indemnitee is entitleda Change in Control has occurred, then by Independent Counsel in a written opinion to indemnification, payment to Indemniteethe Board, a copy of which shall be made within ten (10) days after such determination. Indemnitee shall cooperate withdelivered to the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespectiveIndemnitee. For purposes hereof, Disinterested Directors are those members of the determination asBoard who are not parties to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemniteeaction, suit or proceeding in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.is sought by Indemnitee.
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