Common use of Enforcement Clause in Contracts

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claimtherefore. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. For purposes of this Agreement, the termination of any Claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Agent did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee only in any court the Chancery Court of competent jurisdiction the State of Delaware if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 hereof (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 7 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Employee shall be enforceable by or on behalf of Indemnitee Employee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefore. IndemniteeEmployee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 1 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee Employee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 2 hereof. Neither the failure of the Corporation Company (including its Board board of Directors directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Employee is proper in the circumstances, nor an actual determination by the Company (including its Board board of Directors directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Employee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this ----------- Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in partpart by the Company, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefor by the Company. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 5 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 3 and 8 7 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to the Indemnitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 7 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by ----------- this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 90 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo-contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court the Court of competent jurisdiction if (i) Chancery of the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition State of such claim is made within ninety (90) days of request thereforDelaware. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim, as provided for under Section 4(b) herein. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Sections 3, 4(a), and 4(b) hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 9 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 5 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 90 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification indemnification, advances or advances insurance recovery granted by this Agreement or any other agreement or provision contained in a Charter Document now or hereafter in effect to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification indemnification, advances or advances insurance recovery is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement commence ment of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification indemnifi cation under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to the Indemnitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 90 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 10 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances advancement of expenses granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances advancement of expenses is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 45 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereofSections 2, provided that the required undertaking has been tendered to the Company) 3 or 8 hereof that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersmembers) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersmembers) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor, or (iii) the Corporation should fail to comply with the provisions of Section 8 hereof. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 or 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been been, tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court the Chancery Court of competent jurisdiction the State of Delaware if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the any required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. Unless there has been a final adjudication by a court of competent jurisdiction to the contrary, the Company shall have the burden of proving that indemnification is not required under this Agreement.

Enforcement. Any Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety sixty (9060) days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo-contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor, or (iii) the Corporation should fail to comply with the provisions of Section 8 hereof. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Director shall be enforceable by or on behalf of Indemnitee Director in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefore. Indemnitee, If Director is wholly successful in such enforcement action, if successful in whole or in part, Director shall also be entitled to be paid also the expense of prosecuting his her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyNF) that Indemnitee Director is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation NF (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Director is proper in the circumstances, nor an actual determination by the Company NF (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Director is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) 90 days of a written request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of 5 - INDEMNITY AGREEMENT prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof, provided that 8 hereof if the required affirmation and undertaking has have been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving such defense shall be on the limitations set forth in Sections 4 and 8 hereofCorporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by ------------ this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. (A) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall also be entitled to be paid also the expense Expenses of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 hereof (other than an action brought to enforce a claim for expenses Expenses pursuant to Section 6 7 or Section 11 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof. Neither the failure of the Corporation (including its Board of Directors Directors, its independent counsel or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, its independent counsel or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 6(a) hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee the Indenmitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, part or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof6, provided PROVIDED that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof8. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.Company

Enforcement. Any right to indemnification or advances advancement of expenses granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of written request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of after written request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in partpart by the Company, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefor by the Company. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an all action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.its

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor. Indemnitee, or (iii) the Corporation should fail to comply with the provisions of Section 8 hereof Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall also be entitled to be paid also the expense Expenses of prosecuting his h claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 8 hereof (other than an action brought to enforce a claim for expenses Expenses pursuant to Section 6 9 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 5 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. If a determination shall have been made pursuant to this Agreement that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 12.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court the Court of competent jurisdiction if (i) Chancery of the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition State of such claim is made within ninety (90) days of request thereforDelaware. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim, as provided for under Section 4(b) herein. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Sections 3, 4(a), and 4(b) hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 9 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 5 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) 90 days of a written request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof, provided that 8 hereof if the required affirmation and undertaking has have been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving such defense shall be on the limitations set forth in Sections 4 and 8 hereofCorporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee only in any court the Chancery Court of competent jurisdiction the State of Delaware if (ia) the claim for indemnification or advances is denied, in whole or in part, or (iib) no disposition of such claim is made within ninety sixty (9060) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 hereof (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 7 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to the Indemnitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided PROVIDED that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefortherefore, or (iii) the Corporation should fail to comply with the provisions of Section 8 hereof. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereofSections 2, provided that the required undertaking has been tendered to the Company) 3 or 5 hereof that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersmembers) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersmembers) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 60 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equiv-alent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances advancement of expenses granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of written request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his his/her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by ----------- this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this ----------- Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in the forum in which the proceeding is or was pending, or, if such forum is not available or a determination is made that such forum is not convenient, in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It The Corporation shall be a entitled to raise by pleading as an affirmative defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) 2 hereof that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof. Neither the failure of the Corporation (including its Board of Directors Directors, its shareholders, or its stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, its shareholders, or its stockholdersindependent legal counsel) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee the Indenmitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, part or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided PROVIDED that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee the Indenmitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee the Indenmitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, part or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee's claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof6, provided PROVIDED that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof8. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee the Indenmitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Employee shall be enforceable by or on behalf of Indemnitee Employee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefore. IndemniteeEmployee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 1 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to Initials: ____, ____ the Company) that Indemnitee Employee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 2 hereof. Neither the failure of the Corporation Company (including its Board board of Directors directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Employee is proper in the circumstances, nor an actual determination by the Company (including its Board board of Directors directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Employee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Sections 2 and 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to the Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if if: (i) the claim for indemnification or advances is denied, in whole or in part, ; or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither It is the parties' intention that if the Corporation contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is or is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof6, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof9. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by to Indemnitee under this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) 90 days of request therefortherefore. Indemnitee, in such enforcement action, if successful in whole or in partsubstantially successful, shall also be entitled to be paid also the expense expenses of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification or advances is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to under Section 6 hereofabove, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof, or that such advances and indemnification is not permissible under applicable law. Neither the failure of the Corporation (including its the Board of Directors or its stockholdersthe Corporation's shareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of or advances to Indemnitee is are proper in the circumstances, nor an actual determination by the Company Corporation (including its the Board of Directors or its stockholdersthe Corporation's shareholders) that any such indemnification is or advances are improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification or advances under this Agreement or otherwiseAgreement.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable interpreted and enforced through confidential, final and binding arbitration conducted by Judicial Arbitration and Mediation Services ("JAMS") under the then-existing JAMS rules, rather than by litigation in court, trial by jury, administrative proceeding, or on behalf of Indemnitee in any court of competent jurisdiction other forum, but only if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, if successful unless Agent's claims are frivolous or made in whole or in partbad faith, shall be entitled to be paid also the expense of prosecuting his claim, including but not limited to the actually incurred and reasonable costs related to the investigation, defense or appeal of such claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Employee shall be enforceable by or on behalf of Indemnitee Employee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefore. IndemniteeEmployee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 1 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee Employee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 2 hereof. Neither the failure of the Corporation Company (including its Board of Directors managers or its stockholdersmembers) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Employee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors managers or its stockholdersmembers) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Employee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall also be entitled to be paid also the expense of indemnification against all expenses actually and reasonably incurred in prosecuting his Agent’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.its

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 90 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of non-contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in the forum in which the proceeding is or was pending, or, if such forum is not available or a determination is made that such forum is not convenient, in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It The Corporation shall be a entitled to raise by pleading as an affirmative defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) 2 hereof that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof. Neither the failure of the Corporation (including its Board of Directors Directors, its shareholders or its stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, its shareholders or its stockholdersindependent legal counsel) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee the Indenmitee shall be enforceable by or on behalf of the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, part or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof6, provided PROVIDED that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof8. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee the Indenmitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, shall have the right to select his own counsel, and, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 8 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 hereof, subject to written notice to agent and 8 hereofa conclusive finding that the limitations in Section 4 hereof have been clearly violated by agent. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of request therefortherefore. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 hereof (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 7 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 3 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety sixty (9060) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim, as provided for under Section 4 herein. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Sections 3 and 4 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 13 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 5 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 5 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Executive shall be enforceable by or on behalf of Indemnitee Executive in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefortherefore. IndemniteeExecutive, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section I hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee Executive is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 2 hereof. Neither the failure of the Corporation Company (including its Board board of Directors directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Executive is proper in the circumstances, nor an actual determination by the Company (including its Board board of Directors directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Executive is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor, or (iii) the Corporation should fail to comply with the provisions of Section 7 hereof. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 or 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 7 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof6, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof9. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses Expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (ii) no disposition b)the Company does not dispose of such the claim is made within ninety (90) 45 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Timmins shall be enforceable by or on behalf of Indemnitee Timmins in any court of competent jurisdiction juris­diction if (i) the claim for indemnification or advances is denied, in whole or in part, by the Company or (ii) no disposition of such claim is made within ninety sixty (9060) days of a written request therefor. IndemniteeTimmins, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses advancement of Expenses pursuant to Section 6 hereof, provided that 9.8 hereof if the required affirmation and undertaking has have been tendered to the Company) that Indemnitee Timmins is not entitled to indemnification because under this Agreement, but the burden of proving such defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Timmins is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Timmins is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption or be determinative that Timmins is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denieddenied by the Corporation, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeThe Agent’s expenses (including attorneys’ fees) incurred in connection with successfully establishing Agent’s right to indemnification, in such enforcement action, if successful in whole or in part, in any such proceeding or otherwise shall also be entitled to be paid also indemnified by the expense of prosecuting his claimCorporation. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 2 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 6 9 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent has not met the standard of conduct set forth in Section 2 hereof or is not entitled to indemnification because of the limitations set forth in Sections Section 4 hereof but the burden of proving such defense by clear and 8 hereofconvincing evidence shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court the Chancery Court of competent jurisdiction the State of Delaware if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety thirty (9030) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the any required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including including, without limitation, its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. Unless there has been a final adjudication by a court of competent jurisdiction to the contrary, the Company shall have the burden of proving that indemnification is not required under this Agreement.

Enforcement. Any right to indemnification or advances advancement of ----------- expenses granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances advancement of expenses is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by If a claim under Section 1 of this Agreement is not paid in full by the Company within sixty (60) days after a written claim pursuant to Indemnitee shall be enforceable Section 4 of this Agreement has been received by the Company, or on behalf if a claim under Section 2 of Indemnitee this Agreement is not paid in full by the Company within twenty (20) days after a written claim therefor has been made, the claimant may at any court time thereafter bring suit against the Company to recover the unpaid amount of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement actionand, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting his claimsuch claim to the fullest extent permitted by law. It shall be a defense to any such action for which that in the case of a claim for indemnification is made indemnification, the claimant has not met the standard of conduct which makes it permissible under this Agreement (other than an action brought the DGCL for the Company to enforce a claim indemnify the claimant for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereofamount claimed. Neither the failure of the Corporation Company (including its Board of Directors Board, Disinterested Directors, Independent Counsel or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its Board of Directors Board, Disinterested Directors, Independent Counsel or its stockholders) that the claimant has not met such indemnification is improperapplicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee is the claimant has not entitled to indemnification under this Agreement or otherwisemet the applicable standard of conduct.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections Section 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to for any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 9 hereof. Neither the failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation Company (including its the Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its the Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

Enforcement. Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall also be entitled to be paid also the expense Expenses of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement Section 8 hereof (other than an action brought to enforce a claim for expenses Expenses pursuant to Section 6 9 hereof, provided that the required undertaking has been tendered to the CompanyCorporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 Section 5 hereof, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Company Corporation (including its Board of Directors Directors, independent legal counsel or its stockholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. If a determination shall have been made pursuant to this Agreement that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 12.

Enforcement. Any The Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, or (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 60 days of a written request thereforfor indemnification or advances. Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for advancement of expenses pursuant to Section 6 hereof8 above, provided that the required undertaking if Indemnitee has been tendered to the CompanyCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Sections 4 and 8 hereofCompany. Neither the a failure of the Corporation Company (including its Board of Directors or its stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholdersshareholders) that such indemnification is improper, improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.