Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a), 2(b), 2(c) or 2(e) of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) or 2(e) the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) or 2(b), as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (dc) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not even though less than a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of if there are no such disinterested directors, whether or not if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a quorumwritten opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court Delaware Court of competent jurisdictionChancery.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses ----------------------------- pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directorsDisinterested Directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraph 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, promptly by the Corporation and in any event within 60 sixty days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraph 3 or 2(e) 4 the Corporation determines within such 60sixty-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) a by the Corporation’s Board of Directors by majority vote of the directors of the Corporation a quorum consisting of persons directors who are not at that time not, and were not, parties to the action, suit or proceeding in question Proceeding ("disinterested directors"“Disinterested Directors”), whether or not a quorum, (b) if a majority vote of a committee quorum consisting of disinterested directors designated Disinterested Directors so orders, by majority vote of disinterested directors, whether or not independent legal counsel (selected by the Disinterested Directors) in a quorumwritten opinion, (c) if a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsDisinterested Directors cannot be obtained, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who mayselected by the Disinterested Directors) in a written opinion, to or (d) by the stockholders of the Corporation, if that option is selected by the Disinterested Directors. To the extent permitted by applicable law, such counsel may be regular legal counsel to the Corporation) or (e) . If there are no Disinterested Directors, independent legal counsel shall be selected by a court majority vote of competent jurisdictionthe directors then in office.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraphs 2, 2(b), 2(c) 3 or 2(e) 5 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 2 or 2(e) 3 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 2 or 2(b)3, as the case may be. Such determination, and any determination pursuant to Paragraph 7 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)5, 2(b)6, 2(c) 7 or 2(e) 9 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)5, 2(b) 6 or 2(e) 9 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 5 or 2(b)6, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a even though less than quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (dc) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses ----------------------------- pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)6.1, 2(b)6.2, 2(c) 6.3 or 2(e) 6.5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, or 20 days with respect to a claim for the advancement of expenses, unless with respect to requests under Section 2(a)6.1, 2(b) 6.2 or 2(e) 6.5 the Corporation determines within such 60-day period, or 20-day period as the case may be, that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 6.1 or 2(b)6.2, as the case may be. Such determination shall be made in each instance by (ai) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (bii) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (ciii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (div) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) ), or (ev) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"“Disinterested Directors”), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the CorporationCorporation ) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b), 2(c) 2 or 2(e) 4 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) or 2(e) the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorumCorporation, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (dc) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a(2), 2(b(3), 2(c(4) or 2(e(6) of this ArticleARTICLE EIGHTH, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a(2), 2(b(3) or 2(e(6) the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a(2) or 2(b(3), as the case may be. Such determination shall be made in each instance by (a) a majority vote of the a quorum of directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"“Disinterested Directors”), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the CorporationCorporation ) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses ----------------------------- pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directorsDisinterested Directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directorsDisinterested Directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the CorporationCorporation ) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Sections 1, 2(b)2, 2(c) 3 or 2(e) 5 of this ArticleArticle EIGHTH, the an Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) or 2(e) the Corporation determines within such 6030-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Sections 1, 2 or 5 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 2(a) 1 or 2(b)2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if the disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (ed) a court by the stockholders of competent jurisdictionthe Corporation.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 45 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)Paragraphs 3, 2(b) 4 or 2(e) 8 the Corporation determines within such 6045-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation or a committee thereof consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("“disinterested directors"”), whether or not a quorum, (b) by independent legal counsel appointed by a majority of the disinterested directors, or if there are none, by a majority of the directors in office or (c) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the actionProceeding. Notwithstanding the foregoing, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court having jurisdiction (which need not be the court in which the Proceeding in question was brought) may grant or deny indemnification in each instance under the provisions of competent jurisdictionlaw and this Agreement.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 2, 2(b)3, 2(c) 5 or 2(e) 7 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)Paragraphs 2, 2(b) 3 or 2(e) 7 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 2 or 2(b)3, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if the disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this ArticleArticle VII, the an Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) or 2(e) the Corporation determines within such 6030-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1, 2 or 2(b)5 of this Article VII, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if the disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (ed) a court by the stockholders of competent jurisdictionthe Corporation.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a(2), 2(b(3), 2(c(4) or 2(e(6) of this ArticleARTICLE EIGHTH, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses Table of Contents shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a(2), 2(b(3) or 2(e(6) the Corporation determines within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a(2) or 2(b(3), as the case may be. Such determination shall be made in each instance by (a) a majority vote of the a quorum of directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee you shall submit to the Corporation Cysive a written request, including in such request such documentation and information as is reasonably available to the Indemnitee you and is reasonably necessary to determine whether and to what extent the Indemnitee is you are entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation Cysive of the your written request of the Indemniteerequest, unless with respect to requests under Section 2(a)Paragraphs 3, 2(b) 4 or 2(e) the Corporation 8 Cysive determines within such 60-day period that the Indemnitee you did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation Cysive consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("“disinterested directors"”), whether or not a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in questionProceeding, (dc) independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) Cysive), or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not even though less than a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (dc) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) corporation), or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)Paragraphs 3, 2(b) 4 or 2(e) 8 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if the disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not even though less than a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of if there are no such disinterested directors, whether or not if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a quorumwritten opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain ----------------------------- indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)Paragraphs 3, 2(b) 4 or 2(e) 8 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by a majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if the disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 4 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any The Indemnitee may bring suit against the Corporation to recover the unpaid portion of such claim for indemnification or advancement of expenses, if the indemnification or advancement of expenses shall be made promptlyrequested in writing in accordance with the preceding sentence in is not paid in full (i) in the case of advancement, within 20 (twenty) days after receipt by the Corporation of a written request therefore, and (ii) in any event the case of indemnification, within 60 days after receipt by the Corporation of the a written request of the Indemniteetherefor, unless with respect to requests for indemnification under Section 2(a), 2(b) 1 or 2(e) 2 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, even though less than a quorum (d“disinterested directors”), (b) disinterested directors designated by a majority vote of such directors, even though less than a quorum, (c) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (ed) a court of competent jurisdiction.. If

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Sections 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation Company a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 sixty (60) days after receipt by the Corporation Company of the written request of the Indemnitee, unless with respect to requests under Section 2(a)3 or 4 of this Agreement, 2(b) or 2(e) the Corporation Company determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 3 or 2(b)4, as the case may be. Such Except as otherwise provided in Section 11 of this Agreement, such determination, and any determination pursuant to Section 8 of this Agreement that advanced Expenses must be repaid to the Company, shall be made in each instance by (a) by a majority vote of the directors of the Corporation Company consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"“Disinterested Directors”), whether or not a quorumquorum is then present, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorumquorum is then present, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the CorporationCompany) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b)4, 2(c) 6 or 2(e) 8 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)Paragraphs 3, 2(b) 4 or 2(e) 8 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3, 4 or 2(b)8, as the case may be. Such determination shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for if there are no disinterested directors, voting as a single classor if disinterested directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion, or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)1, 2(b)2, 2(c) 3 or 2(e) 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a)1, 2(b) 2 or 2(e) 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) 1 or 2(b)2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"“Disinterested Directors”), whether or not even though less than a quorum, (b) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorumwritten opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 6 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) Paragraphs 3 or 2(e) 4 the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraphs 3 or 2(b)4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question Proceeding ("disinterested directors"“Disinterested Directors”), whether or not a quorum, (b) a majority vote of by a committee of disinterested directors Disinterested Directors designated by majority vote of disinterested directorsDisinterested Directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directorsif there are no Disinterested Directors, voting as a single classor if Disinterested Directors so direct, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion or (ed) a court of competent jurisdictionby the stockholders.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses Expenses pursuant to Section 2(a)Paragraphs 3, 2(b), 2(c) 4 or 2(e) 7 of this ArticleAgreement, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expensesExpenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(a), 2(b) or 2(e) the Corporation determines within such 60-day period that the such Indemnitee did not meet the applicable standard of conduct set forth in Section 2(a) Paragraph 3 or 2(b)4, as the case may be. Such determination, and any determination that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorumCorporation, (b) a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders shareholders who are not at that time parties to the action, suit or proceeding in questionProceeding, (dc) if there is no quorum of the directors of the Corporation, or if the directors so direct, independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (ed) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(aSections 9(a), 2(b9(b), 2(c9(c) or 2(e) of this Article9(e), the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(aSections 9(a), 2(b9(b) or 2(e9(e) the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(aSections 9(a) or 2(b9(b), as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 2(aSections 9(a), 2(b9(b), 2(c9(c) or 2(e) of this Article9(e), the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 2(aSections 9(a), 2(b9(b) or 2(e9(e) the Corporation determines determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 2(aSections 9(a) or 2(b9(b), as the case may be. Such determination shall be made in each instance by (a) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question ("“disinterested directors"”), whether or not a quorum, (b) if no such quorum is obtainable, a majority vote of a committee of disinterested directors designated by majority vote of two or more disinterested directors, whether or not a quorum, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (d) independent legal counsel (who may, to the extent permitted by law, may be regular legal counsel to the Corporation) ), or (e) a court of competent jurisdiction.