Common use of Excluded Coverage Clause in Contracts

Excluded Coverage. The Corporation shall have no obligation to indemnify the Indemnitee for and hold him harmless from any loss or expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 9(b) of this Agreement), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or for the benefit of Indemnitee without the previous approval of the Corporation which is illegal; (iv) For an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) in connection with an accounting restatement of the Corporation or under any clawback policy adopted by the Corporation, including the Corporation's clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (vi) Resulting from the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; or

Excluded Coverage. (a) The Corporation Company shall have no obligation to indemnify the Indemnitee Director for and hold him harmless from any loss Loss, Expense or expense Fine which has been determinedDetermined to constitute an Excluded Claim, by final adjudication provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdictionjurisdiction or by special, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated independent legal counsel selected by Director and approved by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement Company (which approval shall not be governed by the provisions of Section 9(b) of this Agreementunreasonably withheld), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is who has not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or otherwise performed services for the benefit of Indemnitee without Company or Director. In the previous approval event that Director and the Company are unable to agree on the selection of the Corporation which is illegal; special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, having more than thirty-five (iv35) For an accounting attorneys and having a rating of profits "av" or better in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the then current ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” Law Directory. Such selection shall be made in the presence of Director (and Director's legal counsel or Section 954 either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Company and Consumer Protection ActDirector to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made. (b) The Company shall use its best efforts to make any Determination contemplated herein promptly. Upon request by Director, in connection with any matter for which indemnification or reimbursement may be sought hereunder, the Company agrees to promptly make a Determination whether such matter constitutes an accounting restatement Excluded Claim. In this connection, the Company agrees: (i) if the Determination is to be made by a majority of disinterested directors of the Corporation Company or under any clawback policy adopted a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "Request") is delivered to the Company by Director; (ii) if the Determination is to be made by special, independent legal counsel, such Determination shall be made not later than twenty (20) days after a Request is delivered to the Company by Director; and (iii) if the Determination is to be made by the Corporationstockholders of the Company, including the Corporation's clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment such Determination shall be made not later than ninety (90) days after a Request is delivered to the Corporation Company by Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of profits arising from Director. All costs of making the purchase Determination shall be borne solely by the Company. (c) The Company shall have no obligation to indemnify Director and hold him harmless for any Loss, Expense or sale Fine to the extent that Director is actually and finally reimbursed for such Loss, Expense or Fine by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); Company pursuant to the Company's Bylaws or otherwise. (vid) Resulting from The Company shall have no obligation to indemnify Director and hold him harmless for any Fines to the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; orextent that such indemnification is prohibited by the GCL.

Excluded Coverage. (a) The Corporation Company shall have no obligation to indemnify the Indemnitee Director for and hold him harmless from any loss Loss, Expense, or expense Fine which has been determinedDetermined to constitute an Excluded Claim, by final adjudication provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or any other agreements or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdictionjurisdiction or by special, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated independent legal counsel selected by Director and approved by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement Company (which approval shall not be governed by the provisions of Section 9(b) of this Agreementunreasonably withheld), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is who has not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or otherwise performed services for the benefit of Indemnitee without Company or Director. In the previous approval event that Director and the Company are unable to agree on the selection of the Corporation which is illegal; special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, each in the State of Delaware or Dallas, Texas, having more than thirty-five (iv35) For an accounting attorneys and having a rating of profits "av" or better in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentivethen current Martindale-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇Hubbell Law Directory. Such selection shall b▇ ▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform sence of Director (and Consumer Protection ActDirector's legal counsel or either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made. (b) The Company shall use its best efforts to make the Determination contemplated herein promptly. Upon request by Director, in connection with any matter for which indemnification or reimbursement may be sought hereunder, the Company agrees to promptly make a Determination whether such matter constitutes an accounting restatement Excluded Claim. In this connection, the Company agrees: (i) if the Determination is to be made by a majority of disinterested directors of the Corporation Company or under any clawback policy adopted a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "Request") is delivered to the Company by Director; (ii) if the Determination is to be made by special, independent legal counsel, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by Director; and (iii) if the Determination is to be made by the Corporationstockholders of the Company, including such Determination shall be made not later than one hundred fifty (150) days after a Request is delivered to the Corporation's clawback policy Company by Director. The failure to comply with Rule 10D-1 under make a Determination within the Exchange Act above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of Director. All costs of making the Determination shall be borne solely by the Company. (c) The Company shall have no obligation to indemnify Director and applicable stock exchange listing requirementshold him harmless for any Loss, Expense, or the payment Fine to the Corporation of profits arising from extent that Director is actually and finally reimbursed for such Loss, Expense, or Fine by the purchase Company pursuant to the Company's Amended and Restated Bylaws or sale otherwise. (d) The Company shall have no obligation to indemnify Director and hold him harmless for any Fines to the extent that such indemnification is prohibited by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (vi) Resulting from the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; orGCL.

Excluded Coverage. The Corporation (a) Unless a court of competent jurisdiction Determines that such indemnification is permitted or not prohibited by the GCL, the Company shall have no obligation to indemnify the Indemnitee for and hold him Indemnitee harmless from any loss Loss, Expense or expense Fine which has been determined, by final adjudication by a court of competent jurisdiction, Determined to constitute an Excluded Claim. For purposes of this Agreement. (b) After a Change in Control, a Determination with respect to an Excluded Claim shall mean any payment for losses or expenses be made (except as provided in connection with any claim: 5 (iSection 5(c)) Initiated only by special, independent legal counsel selected by Indemnitee and reasonably satisfactory to the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement Company (which approval shall not be governed by the provisions of Section 9(b) of this Agreementunreasonably withheld), and who has not otherwise performed services in the past five years for the Company or Indemnitee. Such special, independent legal counsel shall render its written opinion to the Company and Indemnitee as to its Determination. The Company agrees to fully indemnify such special, legal counsel against any and all expenses (iiincluding attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. (c) an actionThe Company shall have no obligation to indemnify Indemnitee and hold Indemnitee harmless for any Loss, suit Expense or proceeding (Fine to the extent that Indemnitee is actually, totally and finally reimbursed for such Loss, Expense or part thereof) authorized or consented to Fine by the Board; (ii) Based upon or attributable Company pursuant to the Company’s Certificate of Incorporation or By-Laws or otherwise. (d) The Company shall have no obligation to indemnify Indemnitee gaining in fact and hold Indemnitee harmless for the amount of any personal profit Loss, Expense or advantage Fine to which the extent that Indemnitee is not entitled; (iii) For the return has received payment of such amount under a valid and collectible insurance policy maintained by the Indemnitee of any remuneration Indemnitee received or which was paid to or for the benefit of Indemnitee without the previous approval of the Corporation which is illegal; (iv) For an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) in connection with an accounting restatement of the Corporation or under any clawback policy adopted by the Corporation, including the Corporation's clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (vi) Resulting from the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; orCompany.

Excluded Coverage. (a) The Corporation Company shall have no obligation to indemnify the Indemnitee Employee for and hold him harmless from any loss Loss, Expense, or expense Fine which has been determinedDetermined to constitute an Excluded Claim, by final adjudication provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Employee to indemnity payments and Expense advances under this Agreement, or any other agreements or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdictionjurisdiction or by special, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated independent legal counsel selected by Employee and approved by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement Company (which approval shall not be governed by the provisions of Section 9(b) of this Agreementunreasonably withheld), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is who has not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or otherwise performed services for the benefit of Indemnitee without Company or Employee. In the previous approval event that Employee and the Company are unable to agree on the selection of the Corporation which is illegal; special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Employee, each in the State of Delaware, Essex and Morris Counties, New Jersey ▇▇ ▇▇llas, Texas, having more than thirty-five (iv35) For an accounting attorneys and having a rating of profits "av" or better in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentivethen current Martindale-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Hubbell Law Dire▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” or Section 954 of the ▇▇▇▇-▇. ▇▇▇▇ ▇▇▇▇ Street Reform ▇▇tion shall be made in the presence of Employee (and Consumer Protection ActEmployee's legal counsel or either of them, as Employee may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Employee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Employee to such effect. If there has been a Determination that the Company is not obligated to indemnify Employee as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Employee shall have the right to commence litigation in any court in the States of Delaware, New Jersey or Texas having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Employee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Employee is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Employee attributable to the defense of such Excluded Claim until such a judicial Determination has been made. (b) The Company shall use its best efforts to make the Determination contemplated herein promptly. Upon request by Employee, in connection with any matter for which indemnification or reimbursement may be sought hereunder, the Company agrees to promptly make a Determination whether such matter constitutes an accounting restatement Excluded Claim. In this connection, the Company agrees: (i) if the Determination is to be made by a majority of disinterested directors of the Corporation Company or under any clawback policy adopted a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a "Request") is delivered to the Company by Employee; (ii) if the Determination is to be made by special, independent legal counsel, such Determination shall be made not later than ninety (90) days after a Request is delivered to the Company by Employee; and (iii) if the Determination is to be made by the Corporationstockholders of the Company, including such Determination shall be made not later than one hundred fifty (150) days after a Request is delivered to the Corporation's clawback policy Company by Employee. The failure to comply with Rule 10D-1 under make a Determination within the Exchange Act above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of Employee. All costs of making the Determination shall be borne solely by the Company. (c) The Company shall have no obligation to indemnify Employee and applicable stock exchange listing requirementshold him harmless for any Loss, Expense, or the payment Fine to the Corporation extent that Employee is actually and finally reimbursed for such Loss, Expense, or Fine by the Company pursuant to the Company's Certificate of profits arising from Incorporation, Bylaws, or otherwise. (d) The Company shall have no obligation to indemnify Employee and hold him harmless for any Fines to the purchase or sale extent that such indemnification is prohibited by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (vi) Resulting from the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; orGCL.

Excluded Coverage. (a) The Corporation Company shall have no obligation to indemnify the Indemnitee Director for and hold him harmless from any loss Loss, Expense or expense Fine which has been determinedDetermined to constitute an Excluded Claim, by final adjudication provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdictionjurisdiction or by special, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated independent legal counsel selected by Director and approved by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement Company (which approval shall not be governed by the provisions of Section 9(b) of this Agreementunreasonably withheld), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is who has not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or otherwise performed services for the benefit of Indemnitee without Company or Director. In the previous approval event that Director and the Company are unable to agree on the selection of the Corporation which is illegal; special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, having more than thirty-five (iv35) For an accounting attorneys and having a rating of profits “av” or better in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the then current ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” Law Directory. Such selection shall be made in the presence of Director (and Director’s legal counsel or Section 954 either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Company and Consumer Protection ActDirector to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal there from have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made. (b) The Company shall use its best efforts to make any Determination contemplated herein promptly. Upon request by Director, in connection with any matter for which indemnification or reimbursement may be sought hereunder, the Company agrees to promptly make a Determination whether such matter constitutes an accounting restatement Excluded Claim. In this connection, the Company agrees: (i) if the Determination is to be made by a majority of disinterested directors of the Corporation Company or under any clawback policy adopted a committee thereof, such Determination shall be made not later than fifteen (15) days after a written request for a Determination (a “Request”) is delivered to the Company by Director; (ii) if the Determination is to be made by special, independent legal counsel, such Determination shall be made not later than twenty (20) days after a Request is delivered to the Company by Director; and (iii) if the Determination is to be made by the Corporationstockholders of the Company, including the Corporation's clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment such Determination shall be made not later than ninety (90) days after a Request is delivered to the Corporation Company by Director. The failure to make a Determination within the above-specified time periods shall constitute a Determination approving full indemnification or reimbursement of profits arising from Director. All costs of making the purchase Determination shall be borne solely by the Company. (c) The Company shall have no obligation to indemnify Director and hold him harmless for any Loss, Expense or sale Fine to the extent that Director is actually and finally reimbursed for such Loss, Expense or Fine by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); Company pursuant to the Company’s Bylaws or otherwise. (vid) Resulting from The Company shall have no obligation to indemnify Director and hold him harmless for any Fines to the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; orextent that such indemnification is prohibited by the GCL.