Common use of Claims Initiated by Indemnitee Clause in Contracts

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross- claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate certificate of Incorporation incorporation or Bylaws bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Company's Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware California General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to ------------------------------- Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or of insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as us otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification or right to the advancement of legal fees under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or of insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as us otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification or Expense Advances under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawLaw (relating to indemnification of officers, directors, employees and agents, and insurance), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to the Indemnitee with respect to Claims initiated or brought voluntarily by such Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws By-Laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section section 145 of the Delaware General Corporation Law, regardless of whether such Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance reasonable expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee in connection with respect to Claims an action or proceeding initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a Indemnitee’s right to indemnification under this Agreement or Agreement, any other agreement agreement, any insurance policy, or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Covered EventsIndemnitee’s right to indemnification, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimaction or proceeding, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawLaw of Delaware, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advancesadvancement of expenses, or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy of the Company or under the Company's Amended and Restated Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawDGCL, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 317 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances Expenses to any Indemnitee with respect to Claims initiated or brought voluntarily by such Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether such Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.; or

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances reimburse Expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Restated Certificate of Incorporation or Bylaws By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise as required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, reimbursement of expenses or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to any Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered EventsIndemnification Events if Indemnitee is ultimately successful in such action, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, Claim or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawDGCL, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.; EXHIBIT 10.1

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the CompanyCorporation's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.. (c)

Claims Initiated by Indemnitee. To indemnify or make Expense advance expenses to ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) (b) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Restated Certificate of Incorporation or Amended and Restated Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the applicable provisions of the Delaware General New York Business Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of -8- 9 the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation Formation or Bylaws Amended and Restated Limited Liability Company Agreement, now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 18-108 of the Delaware General Corporation LawLimited Liability Company Act, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;

Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Memorandum or Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s state of incorporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.; or