Common use of Remedies of Indemnitee Clause in Contracts

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvance of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 5, 6 or 7 or the second to last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty forty-five (6045) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (vi) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement a court, selected pursuant to Section 22, to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to through the Commercial Judicial Arbitration Rules of the American Arbitration Associationand Mediation Service (“JAMS”). Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to Section 12(f), obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of the Company does not advance Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is not made pursuant to Section 10(a) 12 of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselDetermination Period, (iv) payment of indemnification or reimbursement of expenses is the Company does not made indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 10(a12(d) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification the Company does not indemnify Indemnitee pursuant to Section 3 3, 4, 7, or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee shall the benefits provided or intended to be entitled provided to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementIndemnitee hereunder. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall must commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation shall clause does not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to Section 12(f), obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of the Company does not advance Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is not made pursuant to Section 10(a) 12 of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselDetermination Period, (iv) payment of indemnification or reimbursement of expenses is the Company does not made indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 10(a12(d) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification the Company does not indemnify Indemnitee pursuant to Section 3 3, 4, 7, or 4 8 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee shall the benefits provided or intended to be entitled provided to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementIndemnitee hereunder. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall must commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation shall clause does not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 10, above, that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this AgreementXxxxxxx 0, xxxxx, xx 00(x), xxxxx, (iiixxx) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 10, above, within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4 or 5, above, and 12(d), below, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court in a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4, above. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f)12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by the Company Indemnitor of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Section Sections 4 or 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company Indemnitor of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section Sections 2, 3 or 4 6 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f10(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement6 or 10(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 8 within sixty (60) 30 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days 12 months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within thirty days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 11(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) no determination of Indemnitee’s entitlement to indemnification shall have been made pursuant to Section 11(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses that is owed to an Indemnitee is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 11 of this Agreement or (vi) a determination has been made with respect to the allocation of liability between the Company and Indemnitee pursuant to Section 15(b) or 15(d) of this Agreement and Indemnitee disagrees with that allocation, Indemnitee shall be entitled to pursue an adjudication by the Delaware Court in court or a determination in an arbitration proceeding of his or her entitlement to such indemnification indemnification, or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator the allocation of liability between the Company and the Indemnitee pursuant to the Commercial Arbitration Rules Section 15(b) or 15(d) of the American Arbitration Associationthis Agreement. If Indemnitee shall commence such commences a judicial proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation Indemnitee shall not apply in respect of a proceeding brought by Indemnitee be required to enforce his or her rights under reimburse the Company for any advances pursuant to Section 5 9 of this Agreement. The Company shall not oppose Agreement until a final determination is made with respect to Indemnitee’s right entitlement to seek any such adjudication indemnification (as to which all rights of appeal have been exhausted or award in arbitrationlapsed).

Remedies of Indemnitee. (a) Subject to Section 12(f12(d), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselSubmission Date, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 4, 5, 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefore, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 2, 3 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (vi) in the event that the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee, the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee’s entitlement to such indemnification or advancementand/or advancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw shall not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court in an appropriate court in Bermuda, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator in Xxxxxxxx, Bermuda pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification or advancement. Alternativelyin any other court of competent jurisdiction, Indemniteeor, at his or her Indemnitee’s option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration AssociationAssociation (provided, however, that the Company and the Indemnitee agree to use reasonable efforts to ensure that the arbitrator makes a ruling in any such arbitration under this Section 12(a) within 60 days of the commencement of such arbitration), of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 14.1 In the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, and of reasonable documentation and information which Indemnitee may be called upon to provide pursuant to Section 12.1, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, hold harmless, exoneration, contribution or advancementadvancement rights. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Such adjudication or arbitration proceeding is referred to herein as “Enforcement Proceeding.” The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(b) of this Agreement within sixty (60) 30 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 7 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Maryland, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvance of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her rights under Section 5 7 of this Agreement. The (b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee is not oppose entitled to indemnification or advance of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s right statement not materially misleading, in connection with the request for indemnification. (d) In the event that Indemnitee, pursuant to seek this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or award arbitration. If it shall be determined in arbitrationsuch judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 5 hereof that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement4 hereof, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a5(b) of this Agreement hereof within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 5 hereof, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a6(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by applicable law, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, ; (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, ; (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) ); or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty [ten (3010) to forty-five (45)] days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty [ten (3010) to forty-five (45)] days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement7, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 4 or the last sentence of Section 10(a9(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 2, 3 or 4 of this Agreement 5 is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Articles 4, 5, 6 or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee shall the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee may either (a) be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancement. Alternatively, Indemnitee, at his advancement of Expenses or her option, may (b) seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject Indemnitee may commence litigation against the Company in the Court of Chancery of the State of Delaware to Section 12(f), obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is the Company does not timely made advance Expenses pursuant to Section 8 10 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is not made pursuant to Section 10(a) 12 of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselDetermination Period, (iv) payment of indemnification or reimbursement of expenses is the Company does not made hold harmless and indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 10(a12(d) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification the Company does not hold harmless and indemnify Indemnitee pursuant to Section 3 3, 4, 7, or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee shall the benefits provided or intended to be entitled provided to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementIndemnitee hereunder. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall must commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation shall clause does not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a8(b) of this Agreement within sixty 90 days after receipt by the Company of the request for indemnification; provided, however, that such 90-day period may be extended for a reasonable time, not to exceed an additional thirty (6030) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; provided, further, that the 90-day period in this subsection (iii) shall not apply if the determination of entitlement of indemnification is to be made by the stockholders pursuant to Section 8(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for indemnification such determination, the Board of Directors has resolved to submit such determination to the stockholders for which a their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is to be made other than by Independent Counselthereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of the State of Delaware of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f10(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement6 or 10(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 8 within sixty (60) 30 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days 12 months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty thirty (6030) days (or in the case of an advancement of Expenses in accordance with Section 4, fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, then Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided7. Except as set forth herein, however, that the foregoing time limitation provisions of Delaware law (without regard to its conflict-of-law rules) shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementany such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) Indemnitee has submitted a request for indemnification that does not include a request for Independent Counsel and no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselsuch request, (iv) Indemnitee has submitted a request for indemnification that does include a request for Independent Counsel and no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within sixty (60) days after either (A) the ten (10) day period for objection to the selection of Independent Counsel has expired with no objection made or (B), if such an objection has been made, resolution of any such objection, (v) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vvi) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(b) of this Agreement within sixty (60) 30 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 7 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Maryland, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvance of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her rights under Section 5 7 of this Agreement. The (b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee is not oppose entitled to indemnification or advance of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s right to seek any such adjudication or award statement not materially misleading, in arbitrationconnection with the request for indemnification.

Remedies of Indemnitee. (a) Subject to Section 12(f15(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 12 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement11, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a13(a) of this Agreement within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section Sections 5 or 6 or the last sentence of Section 10(a13(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 Sections 3, 4, 8 or 4 of this Agreement 9 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a15(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement5. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in a)In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, or (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Sections 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Nevada, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses, and Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by an Indemnitee to enforce his or her rights under Section 5 of the Agreement. (b)In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c)If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The (e)In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall not oppose Indemnitee’s right to seek against, any and all expenses (of the types described in the definition of Expenses in Section 18 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or award arbitration, but only if he prevails therein. If it shall be determined in arbitrationsaid judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. Section 11.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement within sixty (60) 30 days after receipt by the Company Trust of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnificationindemnification pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her at Indemnitee’s discretion in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided7. In any such proceeding, howeverthe Indemnitee and the Trust shall be bound by the determination of the arbitrator, that the foregoing time limitation shall not apply in respect subject to rights of appeal to a proceeding brought by Indemnitee court of competent jurisdiction to enforce his or her rights under Section 5 of this Agreementreview such an arbitration award and to vacate such an award. The Company Trust shall not oppose Indemnitee’s right advance the costs of such an arbitration to seek the American Arbitration Association. The arbitrator shall be instructed to identify the prevailing party in the arbitration and, if the Indemnitee identifies the Trust as the prevailing party, the Indemnitee shall repay one-half of any such adjudication or award in arbitrationcosts so advanced.

Remedies of Indemnitee. (a) Subject in Cases of Determination not to Section 12(f), in ------------------------------------------------------- Indemnify or to Advance Expenses. -------------------------------- In the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is hereunder or if payment has not been timely made pursuant to Section 8 of this Agreement, (iii) no following a determination of entitlement to indemnification pursuant to Sections 7 and 8, or if expenses are not advanced pursuant to Section 9, Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware or any other court of competent jurisdiction of his entitlement to such indemnification or advance. The Indemnitors shall not oppose Indemnitee's right to seek any such adjudication or any other claim. Such judicial proceeding shall be made de novo and Indemnitee shall not be prejudiced ------- by reason of a determination (if so made) that he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence terms of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) 7 or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made 8 hereof that Indemnitee is entitled to indemnification, Indemnitee the Indemnitors shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Indemnitors further agree to stipulate in any such court that the Indemnitors are bound by all the provisions of this Agreement and are precluded from making any assertion to the contrary. If the court shall determine that Indemnitee is entitled to an adjudication by any indemnification hereunder, the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Indemnitors shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought pay all reasonable Damages actually incurred by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any in connection with such adjudication or award in arbitration(including, but not limited to, any appellate proceedings).

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 5 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 3 of this Agreement, (iii) except when the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b) hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 10(a5(b) of this Agreement within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, (iv) under circumstances in which the determination of entitlement to indemnification for which a determination is to be made other than by Independent CounselCounsel pursuant to Section 5(b) hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 5(b) hereof within eighty (80) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification (unless an objection to the selection of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy (70) calendar days after the Court of Chancery of the State of Delaware or another court of competent jurisdiction in the State of Delaware (or such person appointed by such court to make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 5(b) hereof), (ivv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 2(d) or 6 or the last sentence of Section 10(a2(e) of this Agreement within thirty twenty (3020) calendar days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vvi) payment of indemnification pursuant to Section 3 2(b) or 4 Section 2(c) of this Agreement is not made within thirty twenty (3020) calendar days after a determination has been made pursuant to Section 5(b) that the Indemnitee is entitled to indemnification, then the Indemnitee shall be entitled to seek an adjudication by the Delaware Court of his or her Chancery of the State of Delaware of the Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, if the foregoing conditions have been satisfied, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 calendar days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce his or her rights to indemnification under Section 5 2(d) of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement Section 6 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or 5 or 6 or the last sentence of Section 10(a9(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination of permissibility thereof is to be made other than by Independent Special Legal Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Massachusetts Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Section 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, Section 4 or 4 Section 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f15(e), in the event that (i) a determination is made pursuant to Section 10 13 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 11 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a13(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a13(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a15(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, or (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Sections 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses, and Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by an Indemnitee to enforce his or her rights under Section 5 of this the Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f)00, in the event that (i) a determination is made pursuant to Section 10 0 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 0 or 00 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 0 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 0, 0 and 00 of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)00; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 0 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement. Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 0 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 0 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 0, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 0 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 0 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 0, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 0. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification or to be held harmless or exonerated under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by law, is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification or to be held harmless or exonerated shall have been made pursuant to Section 10(a) 9 of this Agreement within sixty (60the time period specified in Section 10(b) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselthis Agreement, (iv) payment of indemnification or reimbursement of expenses Expenses is not made pursuant to Section 5 Sections 3(d) or 6 3(e), 4 or the last sentence of Section 10(a9(d) of this Agreement within thirty (30) 30 days after receipt by the Company Corporation of a written request therefor therefor, (including any invoices received by Indemnitee, which such invoices may be redacted as necessary v) a contribution payment is not made in a timely manner pursuant to avoid the waiver Section 5 of any privilege accorded by applicable law) this Agreement or (vvi) payment of indemnification pursuant to Section 3 3(a), Section 3(b) or Section 4 of this Agreement is not made within thirty (30) 30 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or to be held harmless or exonerated, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, the right to be held harmless or exonerated, contribution or advancement. Alternatively, Indemnitee, at in his or her optionsole discretion, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration shall be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the declaration of trust or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvance of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 3, or Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 6 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration AssociationAssociation and in such event the Company and Indemnitee agree to fully and finally resolve by such arbitration the matter subject to the demand for arbitration, and the award of the arbitrator shall be final and binding on both parties and may be enforced in any court having jurisdiction over the parties hereto. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation immediately preceding clause in this sentence shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 3(c) of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the declaration of trust or bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternativelyarbitration, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. The judicial proceeding or arbitration commenced pursuant to this Section shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the prior adverse determination. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. If Indemnitee seeks an adjudication in a court located in the State of Maryland, the parties agree to request that the action be assigned to the business and technology case management program of the circuit in which the action is filed.

Remedies of Indemnitee. (a) Subject Indemnitee may commence litigation against the Company in the Cayman court to Section 12(f), obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of the Company does not advance Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is not made pursuant to Section 10(a) 12 of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselDetermination Period, (iv) payment of indemnification or reimbursement of expenses is the Company does not made indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 10(a12(d) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification the Company does not indemnify Indemnitee pursuant to Section 3 3, 4, 7, or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee shall the benefits provided or intended to be entitled provided to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementIndemnitee hereunder. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall must commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation shall clause does not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 5 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 3 of this Agreement, (iii) no determination of entitlement to indemnification, if such determination of entitlement to indemnification is not to be made by Independent Counsel pursuant to Section 5(b) hereof, shall have been made pursuant to Section 10(a5(b) of this Agreement within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, (iv) no determination of entitlement to indemnification, if such determination of entitlement to indemnification for which a determination is to be made other than by Independent CounselCounsel pursuant to Section 5(b) hereof, shall have been made pursuant to Section 5(b) hereof within eighty (80) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification, unless an objection to the selection of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy (70) calendar days after the Court of Chancery of the State of Delaware or another court of competent jurisdiction in the State of Delaware (or such person appointed by such court to make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 5(b) hereof, (ivv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 2(d) or 6 or the last sentence of Section 10(a2(e) of this Agreement within thirty (30) calendar days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vvi) payment of indemnification pursuant to Section 3 2(b) or 4 Section 2(c) of this Agreement is not made within thirty (30) calendar days after a determination has been made pursuant to Section 5(b) that the Indemnitee is entitled to indemnification, then the Indemnitee shall be entitled to seek an adjudication by the Delaware Court of his or her Chancery of the State of Delaware of the Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, if the foregoing conditions have been satisfied, the Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 calendar days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce his or her rights to indemnification under Section 5 2(d) of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Articles 4, 5, 6 or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) ten business days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject to Section 12(f14(g), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 5, 6, 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, hold harmless, exoneration, contribution or advancementadvancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 5, 6 or 7 or the second to last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee's entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee's option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee's rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement Section 6 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration arbitra­tion within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 Articles 4, 5, 6, or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) ten business days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a8(b) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. In the event that a determination shall have been made pursuant to Section 8(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall commence not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made pursuant to Section 8(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding seeking or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 17 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 180 ten (10) days following after receipt by the date on Company of a written request therefor) advance such expenses to Indemnitee, which are incurred by Indemnitee first has in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the right Company under this Agreement or under any directors’ or officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to commence be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12(a); provided, however, 10 that the foregoing time limitation procedures and presumptions of this Agreement are not valid, binding and enforceable and shall not apply stipulate in respect of a proceeding brought any such court or before any such arbitrator that the Company is bound by Indemnitee to enforce his or her rights under Section 5 all the provisions of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in a)In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, or (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Sections 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Nevada, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses, and Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by an Indemnitee to enforce his or her rights under Section 5 of this the Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company Endowment of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company Endowment of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court in a court of his or her competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Endowment shall not oppose Indemnitee’s right to seek any such adjudication. In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b). If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Endowment shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law. In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or award to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Endowment, the Endowment shall pay on his behalf, in arbitrationadvance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. The Endowment shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Endowment is bound by all the provisions of this Agreement. The Endowment shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Endowment of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Endowment under this Agreement or under any directors' and officers' liability insurance policies maintained by the Endowment, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Florida Court of his (as hereinafter defined) as to whether he or her entitlement she is entitled to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration (to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association) an award as to whether he or she is entitled to such indemnification or advancement. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to so seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination of permissibility thereof is to be made other than by Independent Special Legal Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Massachusetts Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) 45 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 11 that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, 9; (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, indemnification; (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or therefor; (v) payment of indemnification pursuant to Section 3 3, 4 or 4 of this Agreement 7 is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification; or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement5. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Delaware, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses Expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f15(f), in the event that (i) a determination is made pursuant to Section 10 13 of this Agreement that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a13(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) no determination of entitlement to indemnification shall have been made pursuant to Section 13(a) of this Agreement after receipt by the Company of the request for indemnification that includes a request for Independent Counsel within sixty (60) days after the later of (A) submission by Indemnitee of such written request for indemnification and Independent Counsel pursuant to Sections 11 and 13(a)(i) hereof, (B) submission by Indemnitee of written notice to the Company advising it of the identity of the Independent Counsel selected pursuant to Section 11(b) hereof, and (C) the Delaware Court’s resolution of any objection which shall have been made by the Company to the selection of Independent Counsel and/or appointment of Independent Counsel, if the case may be, (v) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a13(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vvi) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a15(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including [Include in Director Agreement][(which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law) law need not be included with the invoice)] or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreementor Section 12(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 10 within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Section 4, Section 5 and Section 12(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the declaration of trust or Bylaws of the Company is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvance of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her [his][her] rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 9(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement7 or 11(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 9 within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4 and 11(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of their entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her their option, may seek an award in arbitration with respect to their entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days 12 months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her their rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject a)Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f15(e), in the event that (i) a determination is made pursuant to Section 10 13 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 11 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a13(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, Section 6 or 6 Section 7 or the last sentence of Section 10(a13(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, Section 4 or 4 Section 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to 51180265.2 - 12 - DXP Enterprises, Inc. declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a15(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) calendar days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) business days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) business days after a determination has been made that Indemnitee is entitled to indemnification, (vi) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, limit, or to recover from, Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, or (vii) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication by the Delaware Court a court of his or his/her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or his/her option, may seek an a final award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred and eighty (180) calendar days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or his/her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification in any other court of competent jurisdiction or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (aA) Subject to Section 12(f), in In the event that (iI) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iiII) advancement of Expenses is not timely made pursuant hereto, (III) except when the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8 of this Agreement2(c)(iii), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a2(c)(iii) of this Agreement within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnification for in accordance with this Agreement, (IV) under circumstances in which a the determination of entitlement to indemnification is to be made other than by Independent CounselCounsel pursuant to Section 2(c)(iii) hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 2(c)(iii) hereof within eighty (80) calendar days after receipt by the Company of Indemnitee’s written request for indemnification in accordance with this Agreement (unless an objection to the selection of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy (70) calendar days after the Delaware Courts (or such person appointed by such court to make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 2(c)(iii) hereof), (ivV) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 1(c) or 6 or the last sentence of Section 10(a1(d) of this Agreement within thirty (30) calendar days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vVI) payment of indemnification pursuant to Section 3 1(a) or 4 of this Agreement Section 1(b) is not made within thirty (30) calendar days after a determination has been made pursuant to Section 2(c)(iii) that Indemnitee is entitled to indemnification, then Indemnitee shall be entitled to seek an adjudication by the Delaware Court Courts of his or her Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, if any of the foregoing conditions have been satisfied, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without giving regard to its conflict of law principles) shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right apply to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 14.1In the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, and of reasonable documentation and information which Indemnitee may be called upon to provide pursuant to Section 12.1, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, hold harmless, exoneration, contribution or advancementadvancement rights. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Such adjudication or arbitration proceeding is referred to herein as “Enforcement Proceeding.” The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty (60) days after receipt by the Company Partnership of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company Partnership of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Partnership or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Partnership shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f10(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 8(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement6 or 10(d), (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement 8 within sixty (60) 30 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days 12 months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days one (1) year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his his, her or her their entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his his, her or her their option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his his, her or her their rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.Section

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternativelyarbitration, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. The judicial proceeding or arbitration commenced pursuant to this Section shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of a prior adverse determination. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. If Indemnitee seeks an adjudication in a court located in the State of Maryland, the parties agree to request that the action be assigned to the business and technology case management program of the circuit in which the action is filed.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or 5 or 6 or the last sentence of Section 10(a9(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) any dispute arises between the Company and Indemnitee shall be entitled to an adjudication by under this Agreement that the Delaware Court of his or her entitlement to such indemnification or advancement. AlternativelyCompany and Indemnitee cannot resolve through good faith negotiation, then Indemnitee, at his option, or her optionthe Company, at its option under clause (vi), may seek an award or determination in arbitration to be conducted by a single arbitrator pursuant to by JAMS, San Jose, California (or such office of JAMS as Indemnitee and the Commercial Arbitration Rules of the American Arbitration AssociationCompany mutually agree upon). Indemnitee or the Company, as the case may be, shall commence such proceeding seeking an adjudication award or an award determination in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Each of the Company and Indemnitee consents to the exercise over it or him of personal jurisdiction by the arbitrator selected by JAMS to resolve any matter hereunder, and by the Superior Court in and for the County of Santa Xxxxx and the Federal District Court for the Northern District of California.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) days after receipt by the Company Corporation of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4, 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 2, 3 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or and/or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) 30 days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 30 days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her their entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her their option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her their rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f14(e), in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a12(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which or, in the case of a determination is to be made other than by Independent Counselthe stockholders of the Company, within the time period provided therefor in Section 13(b), (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 5, 6 or 6 7 or the last sentence of Section 10(a12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 or 6 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that if (i) a determination is made pursuant to Section 10 9 of this Agreement Deed that Indemnitee is not entitled to indemnification under this AgreementDeed, (ii) advancement an advance of Expenses is not timely made pursuant to Section 8 3 of this AgreementDeed, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement Deed within sixty ninety (6090) days after receipt by the Company Adient of the a request for indemnification for which a determination is to be made other than by Independent Counsel(after Indemnitee has exhausted the procedures set forth in Section 8(c)), (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4, 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company Adient of a written request therefor (including any invoices received by Indemniteeafter Indemnitee has exhausted the procedures set forth in Section 8(c)), which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement 2 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) if Adient or any other person takes or threatens to take any action to declare this Deed void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Irish Court of his or her Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Adient shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 Sections 1(c), 1(e), 4 or the last sentence of Section 10(a6(g) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification is not made pursuant to Section 3 or 4 Sections 1(a), 1(b) and 2 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a7(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a any proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.