Common use of Indemnification by a Court Clause in Contracts

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII10.3, and notwithstanding the absence of any determination thereunder, any director or officer Covered Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or 10.1 and Section 2 of this Article VIII10.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Covered Person is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section 1 10.1 or Section 2 of this Article VIII10.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 10.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer Covered Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 10.5 shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer Covered Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII5.03, and notwithstanding the absence of any determination thereunder, any director Director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 5.01 or Section 2 of this Article VIII5.02. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 5.01 or Section 2 of this Article VIII5.02, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director Director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 5.05 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director Director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination made in the any specific case under Section 3 of this Article VIII8.3 hereof, and notwithstanding the absence of any determination made thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIIISections 8.l and 8.2 hereof. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he or she has met the applicable standard standards of conduct set forth in Section 1 8.1 or Section 2 of this Article VIII, as the case may be8.2 hereof. Neither a contrary determination in the specific case under Section 3 of this Article VIII 8.3 hereof nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 subsection (d) of this Article VIIISection 11, and notwithstanding the absence of any determination thereunder, any director or officer Authorized Representative may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 subsections (a) or Section 2 (b) of this Article VIIISection 11. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Authorized Representative is proper in the circumstances because such person Authorized Representative has met the applicable standard standards of conduct set forth in Section 1 subsections (a) or Section 2 (b) of this Article VIIISection 11, as the case may be. Neither a contrary determination in the specific case under Section 3 subsection (d) of this Article VIII Section 11 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer Authorized Representative seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 subsection (f) shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer Authorized Representative seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII3.12(c), and notwithstanding the absence of any determination thereunder, any director or officer Covered Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 3.12(a) or Section 2 of this Article VIII3.12(b). The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Covered Person is proper in the circumstances because such person Covered Person has met the applicable standard of conduct set forth in Section 1 3.12(a) or Section 2 of this Article VIII3.12(b), as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 3.12(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer Covered Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 3.12(e) shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer Covered Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence presence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section 2 of this Article VIIIVIII . The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section Sections 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII6.03, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 6.01 or Section 2 of this Article VIII6.02. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 6.01 or Section 2 of this Article VIII, as the case may be6.02. Neither a contrary determination in the specific case under Section 3 of this Article VIII 6.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 6.05 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary --------- -------------------------- determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section Sections 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 of this Article VIII shall be given to the Corporation promptly upon the filing of such application. If successful, successful in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII9.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 9.1 or 9.2; provided, that if no determination has been made pursuant to Section 2 of this Article VIII9.3, no such application shall be permitted unless and until thirty (30) days shall have elapsed from the date such director or officer shall have notified the Corporation in writing requesting such determination. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 9.1 or Section 2 of this Article VIII9.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 Article IX shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIIIVI, and notwithstanding the absence of any determination thereunder, any director Director or officer Officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIIIVI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director Director or officer Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIIIVI, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director Director or officer Officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director Director or officer Officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 7.3 of this Article VIIIVII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 Sections 7.1 and 7.2 of this Article VIIIVII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 145 of this Article VIII, as the case may beDGCL. Neither a contrary determination in the specific case under Section 3 7.3 of this Article VIII VII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 7.4 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 subsection (d) of this Article VIIISection 10, and notwithstanding the absence of any determination thereunder, any director or officer Authorized Representative may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 subsections (a) or Section 2 (b) of this Article VIIISection 10. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Authorized Representative is proper in the circumstances because such person Authorized Representative has met the applicable standard standards of conduct set forth in Section 1 subsections (a) or Section 2 (b) of this Article VIIISection 10, as the case may be. Neither a contrary determination in the specific case under Section 3 subsection (d) of this Article VIII Section 10 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer Authorized Representative seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 subsection (f) shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer Authorized Representative seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.. Section 8.6

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 6.07 of this Article VIIIVI, and notwithstanding the absence of any determination thereunder, any director or officer Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 6.01 of this Article VIIIVI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Indemnitee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 6.01(a) or Section 2 6.01(b) of this Article VIIIVI, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the The absence of any determination thereunder shall not be a defense to such application or create a presumption that the director or officer seeking indemnification Indemnitee has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 6.09 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification Indemnitee shall also be entitled to be paid the expense Expenses of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 6.3 of this Article VIIIVI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 Sections 6.1 and 6.2 of this Article VIIIVI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 6.1 or Section 2 6.2 of this Article VIIIVI, as the case may be. Neither a contrary determination in the specific case under Section 3 6.3 of this Article VIII VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 subsection 19.3 of this Article VIIISection, and notwithstanding the absence of any determination thereunder, any director manager or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 subsections 19.1 and 19.2 of this Article VIIISection. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director manager or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section 1 subsections 19.1 or Section 2 19.2 of this Article VIIISection, as the case may be. Neither a contrary determination in the specific case under Section 3 subsection 19.3 of this Article VIII Section nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director manager or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 subsection 19.5 shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director manager or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIIIVI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIIIVI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIIIVI, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary --------- -------------------------- determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section Sections 1 or Section 2 of this Article VIIIVII I, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII6.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 6.1 or Section 2 of this Article VIII6.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 6.1 or Section 2 of this Article VIII6.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 6.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 6.5 shall be given to the Corporation corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary -------------------------- determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 26 of this Article VIIIIV, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 Sections 24 and 25 of this Article VIIIIV. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such 11 person has met the applicable standard standards of conduct set forth in Section 1 24 or Section 2 25 of this Article VIIIIV, as the case may be. Neither a contrary determination in the specific case under Section 3 26 of this Article VIII IV nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 28 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 5 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 4 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 6 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 5.03 of this Article VIII5, and notwithstanding the absence of any determination thereunder, any director director, officer or officer employee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 5.01 or Section 2 5.02 of this Article VIII5. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director director, officer or officer employee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 5.01 or Section 2 5.02 of this Article VIII5, as the case may be. Neither a contrary determination in the specific case under Section 3 5.03 of this Article VIII 5 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director director, officer or officer employee seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 5.05 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director director, officer or officer employee seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII9.3, and notwithstanding the absence of any determination thereunder, any present or former director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIIISections 9.1 and 9.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person director or officer has met the applicable standard standards of conduct set forth in Section 1 Sections 9.1 or Section 2 of this Article VIII9.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 9.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall 9.5 must be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall will also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII6.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 6.1 or Section 2 of this Article VIII6.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 6.2 or Section 2 of this Article VIII6.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 6.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 ARTICLE VI shall be given to the Corporation corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 9.3 of this Article VIIIIX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or 9.1 and Section 2 9.2 of this Article VIIIthese bylaws. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 9.1 or Section 2 9.2 of this Article VIIIthese bylaws, as the case may be. Neither a contrary determination in the specific case under Section 3 9.3 of this Article VIII these bylaws nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 9.5 shall be given to the Corporation corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII7.03, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification (following the final disposition of such action, suit or proceeding) to the extent otherwise permissible under Section 1 7.01 or Section 2 7.02 or for advancement of this Article VIIIexpenses to the extent otherwise permissible under Section 7.06. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 7.01 or Section 2 of this Article VIII7.02, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 7.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification or advancement of expenses pursuant to this Section 5 7.05 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification or advancement of expenses shall also be entitled to be paid the expense of prosecuting such applicationapplication to the fullest extent permitted by applicable law.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article ARTICLE VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article ARTICLE VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person he has met the applicable standard standards of conduct set forth in Section Sections 1 or Section 2 of this Article ARTICLE VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article ARTICLE VIII nor the absence ab sence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII6.1 or Section 6.2, and notwithstanding the absence of any determination thereunder, any director or officer Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 6.1 or Section 2 of this Article VIII6.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer Indemnitee is proper in the circumstances because such person Indemnitee has met the applicable standard standards of conduct set forth in Section 1 6.1 or Section 2 of this Article VIII6.2, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII 6.2 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer Indemnitee seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 6.9 shall be given to the Corporation Company promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification Indemnitee shall also be entitled to be paid the expense of prosecuting such application.

Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIIIIX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section Sections 1 or Section and 2 of this Article VIIIIX. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard standards of conduct set forth in Section 1 or Section 2 of this Article VIIIIX, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII IX nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.