Dell 2002 Annual Report Download - page 77

permitted under the provisions of Section 7(e) to make such
determination and (ii) Indemnitee shall have fulfilled his or
her obligations set forth in the second sentence of Section
7(b), then Indemnitee shall be deemed to have satisfied the
applicable standard of conduct; provided, however, that such
30-day period may be extended for a reasonable time, not to
exceed an additional 30 days, if the person making such
determination in good faith requires such additional time to
obtain or evaluate documentation or information relating
thereto.
(d) If (i) Indemnitee shall be entitled to indemnification
hereunder against any Indemnifiable Losses pursuant to Section
7(a), (ii) no determination of whether Indemnitee has
satisfied any applicable standard of conduct under Delaware
law is a legally required condition precedent to
indemnification of Indemnitee hereunder against any
Indemnifiable Losses or (iii) Indemnitee has been determined
or deemed pursuant to Section 7(b) or (c) to have satisfied
any applicable standard of conduct under Delaware law that is
a legally required condition precedent to indemnification of
Indemnitee hereunder against any Indemnifiable Losses, then
the Company shall pay to Indemnitee, within five business days
after the later of (x) the Notification Date with respect to
the Indemnifiable Claim or portion thereof to which such
Indemnifiable Losses are related, out of which such
Indemnifiable Losses arose or from which such Indemnifiable
Losses resulted and (y) the earliest date on which the
applicable criterion specified in clause (i), (ii) or (iii)
above shall have been satisfied.
(e) If a Standard of Conduct Determination is to be made by
Independent Counsel pursuant to Section 7(b)(i), the
Independent Counsel shall be selected by the Board and the
Company shall give written notice to Indemnitee advising him
or her of the identity of the Independent Counsel so selected.
If a Standard of Conduct Determination is to be made by
Independent Counsel pursuant to Section 7(b)(ii), the
Independent Counsel shall be selected by Indemnitee and
Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected. In
either case, Indemnitee or the Company, as applicable, may,
within five business days after receiving written notice of
selection from the other, deliver to the other a written
objection to such selection; provided, however, that such
objection may be asserted only on the ground that the
Independent Counsel so selected does not satisfy the criteria
set forth in the definition of "Independent Counsel" in
Section 1(h) and the objection shall set forth with
particularity the factual basis of such assertion. Absent a
proper and timely objection, the person or firm so selected
shall act as Independent Counsel. If such written objection is
properly and timely made and substantiated, (i) the
Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a
court has determined that such objection is without merit and
(ii) the non-objecting party may, at its option, select an
alternative Independent Counsel and give written notice to the
other party advising such other party of the identity of the
alternative Independent Counsel so selected, in which case the
provisions of the two immediately preceding sentences and
clause (i) of this sentence shall apply to such subsequent
selection and notice. If applicable, the provisions of clause
(ii) of the immediately preceding sentence shall apply to
successive alternative selections. If no Independent Counsel
that is permitted under the foregoing provisions of this
Section 7(e) to make the Standard of Conduct Determination
shall have been selected within 30 days after the
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