Common use of Right of Claimant to Bring Suit Clause in Contracts

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII is not paid in full by the Company within 90 days after such receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 3.1 of an indemnified party under this Article VIII is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Paragraph 14.A is not paid in full by the Company PREIT within 90 60 days after such receipta written claim has been received by PREIT, the claimant may at any time thereafter bring suit against the Company PREIT to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the conduct of the claimant has not met the standards of conduct which make it permissible was such that under the DGCL for the Company to indemnify law PREIT would be prohibited from indemnifying the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyPREIT. Neither the failure of the Company PREIT (including the Boardits Board of Trustees, independent legal counsel, or the Membercounsel and its Shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard conduct of conduct set forth in the DGCLclaimant was not such that indemnification would be prohibited by law, nor an actual determination by the Company PREIT (including the Boardincluding, its Board of Trustees, independent legal counsel, counsel or the Memberits Shareholders) that the conduct of the claimant has not met was such applicable standard of conductthat indemnification would be prohibited by law, shall be a defense to the action or create a presumption that the conduct of the claimant has not met the applicable standard of conductwas such that indemnification would be prohibited by law.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a written claim received by the Company from for indemnification under Sections 7.1 or on behalf 7.2 of an indemnified party under this Article VIII VII is not paid in full by the Company Corporation within 90 ninety (90) days after the later of a written claim for indemnification has been received by the Corporation, or (ii) a claim for advancement of expenses under Section 7.6 of this Article VII is not paid in full by the Corporation within thirty (30) days after the Corporation has received a statement or statements requesting such receiptamounts to be advanced, the claimant may at any time thereafter (but not before) bring suit against the Company Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim andclaim, if successful in whole together with interest thereon, or in partto obtain advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claimas applicable. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance right to an advancement of its final disposition where the required undertaking, if any is required, has been tendered to the Companyexpenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a contrary determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met specific case under Section 7.3 nor the applicable standard absence of conduct set forth in the DGCL, nor an actual any determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, thereunder shall be a defense to the action such application or create a presumption that the claimant has not met the any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the fullest extent permitted by applicable law.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under paragraph (a) of an indemnified party under this Article VIII Section is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If A claimant may bring suit ------------------------------- against the Corporation under Section (B)(1) of this Article only if the Corporation fails to pay in full within thirty days of its receipt of a written claim received by the Company from or on behalf of an indemnified party under this Article VIII is not paid in full by the Company within 90 days after such receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if for payment hereunder. If successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claimclaim (including, but not limited to, attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving providing such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII section 6.1 is not paid in full by the Company corporation within 90 30 days after such receipta written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid also the expense of prosecuting such that claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition disposition, where the required undertaking, if any any, is required, required and has been tendered to the Companycorporation) that the claimant has not met the standards failed to meet a standard of conduct which make that makes it permissible under the DGCL Delaware law for the Company corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company corporation (including the its Board, its independent legal counsel, counsel or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable that standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company corporation (including the its Board, its independent legal counsel, counsel or the Memberits stockholders) that the claimant has not met such applicable that standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet that standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section (b)(i) of an indemnified party under this Article VIII NINTH is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claimclaim to the fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by for indemnification (following the Company from final disposition of such proceeding) or on behalf advancement of an indemnified party expenses under this Article VIII VII is not paid in full within thirty (30) days after a written claim therefor by the Company within 90 days after such receiptCovered Person has been received by the Corporation, the claimant Covered Person may at any time thereafter bring file suit against the Company to recover the unpaid amount of the such claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance right to an advancement of its final disposition where the required undertaking, if any is required, has been tendered to the Companyexpenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a contrary determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met specific case under Section 7.3 nor the applicable standard absence of conduct set forth in the DGCL, nor an actual any determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, thereunder shall be a defense to the action such application or create a presumption that the claimant has not met the any applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under paragraph (1) of an indemnified party under this Article VIII Section B is not paid in full by the Company Corporation within 90 the thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, counsel or the Memberstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, counsel or the Memberstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 3.1 of an indemnified party under this Article VIII is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 10.1 of an indemnified party under this Article VIII X is not paid in full by the Company Corporation within 90 thirty (30) days after such receipta written claim pursuant to Section 10.3 of this Article X has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, Independent Counsel or the Memberstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, Independent Counsel or the Memberstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section A(1) of an indemnified party under this Article VIII is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense expenses (including attorneys' fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered rendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company Corporation from or on behalf of an indemnified party under this Article VIII VI is not paid in full by the Company Corporation within 90 ninety days after such receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company Corporation from or on behalf of an indemnified party under this Article VIII VI is not paid in full by the Company Corporation within 90 ninety (90) days after such receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under paragraph A of an indemnified party under this Article VIII Section is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, stockholders or independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, stockholders or independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 1 (above) is not paid in full by the Company this Corporation within 90 ninety (90) days after such receipta written claim has been received by this Corporation, the claimant may at any time thereafter bring suit against the Company this Corporation to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) this Corporation), that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the Company this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Companythis Corporation. Neither the failure of the Company this Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Company this Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII paragraph (a) above is not paid in full by the Company Corporation within 90 30 days after such receipteligibility for a claim has been received/determined by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf for indemnity under paragraph (a) of an indemnified party under this Article VIII Section is not paid in full by the Company corporation within 90 ninety (90) days after such receipta written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claimclaim including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Companycorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL California General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Companycorporation. Neither the failure of the Company corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLCalifornia General Corporation Law, nor an actual determination by the Company corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 12.1 is not paid in full by the Company within 90 60 days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) that the claimant has not met the standards of conduct which that make it permissible under the DGCL (as if the Company were a Delaware corporation and such claimant were a director or officer of a Delaware corporation) for the Company to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, independent legal counsel, or the Memberits Shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDGCL (as if the Company were a Delaware corporation and such claimant were a director or officer of a Delaware corporation), nor an actual determination by the Company (including the Boardits Board of Directors, independent legal counsel, or the Memberits Shareholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company Corporation from or on behalf of an indemnified party under this Article VIII VI is not paid in full by the Company Corporation within 90 ninety (90) days after such receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section (b)(i) of an indemnified party under this Article VIII is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company Corporation (including the Board, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from under Section 10.1 or on behalf Section 10.2 of an indemnified party under this Article VIII these Bylaws is not paid in full by the Company corporation within 90 30 days after such receipta written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL California Corporations Code for the Company corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Companycorporation. Neither the failure of the Company corporation (including the its Board, independent legal counsel, or the Memberits shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLCalifornia Corporations Code, nor an actual determination by the Company corporation (including the its Board, independent legal counsel, or the Memberits shareholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 10.1 of an indemnified party under this Article VIII X is not paid in full by the Company Corporation within 90 30 days after such receipteligibility for a claim, pursuant to Section 10.3 of this Article X, has been received or determined by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, Independent Counsel or the Memberstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, Independent Counsel or the Memberstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if a written claim received by under Sections 7.1 or 7.2 of the Company from or on behalf of an indemnified party under this Article VIII VII is not paid in full by the Company Corporation within 90 (i) ninety (90) days after such receipta written claim for indemnification has been received by the Corporation, or (ii) thirty (30) days after a written claim for an advancement of expenses has been received by the Corporation, the claimant may at any time thereafter (but not before) bring suit against the Company Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim andclaim, if successful in whole together with interest thereon, or in partto obtain advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claimas applicable. It shall be a defense to any such action brought to enforce a right to indemnification (other than but not in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance right to an advancement of its final disposition where the required undertaking, if any is required, has been tendered to the Companyexpenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a contrary determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met specific case under Section 7.3 nor the applicable standard absence of conduct set forth in the DGCL, nor an actual any determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, thereunder shall be a defense to the action such application or create a presumption that the claimant has not met the any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the fullest extent permitted by applicable law.

Right of Claimant to Bring Suit. If a written claim received by the Company Corporation from or on behalf of an indemnified party under this Article VIII VI is not paid in full by the Company Corporation within 90 days after such receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Subject to Article 7, Paragraph 1K., if a claim under this Article is not promptly paid by the corporation after a written claim has been received by the Company from corporation or on behalf if expenses pursuant to Section 4 of an indemnified party under this Article VIII is have not paid in full been promptly advanced after a written request for such advancement accompanied by the Company within 90 days after such receiptstatement and undertaking required by Article 7, Paragraph 1D. of this Article has been received by the corporation, the claimant director or officer may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim andor the advancement of expenses. If successful, if successful in whole or in part, the claimant in such suit, such director or officer shall also be entitled to be paid also the reasonable expense of prosecuting such claimthereof, including attorneys' fees. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant director or officer has not met the standards of conduct which make it permissible under the DGCL Illinois Business Corporation Act for the Company corporation to indemnify the claimant director or officer for the amount claimed, but the burden of proving such defense shall be on the Companycorporation. Neither the failure of the Company corporation (including the Boardits board of directors, independent legal counsel, or the Memberits shareholders) to have made a determination determination, if required, prior to the commencement of such action that indemnification of the claimant director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in required under the DGCLIllinois Business Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.actual

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII 8 is not paid in full by the Company within 90 ninety days after such receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Sole Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Sole Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 7.1 is not ------------------------------- paid in full by the Company Corporation within 90 ninety (90) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful such suit is not frivolous or brought in whole or in partbad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than then an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from under Article 6.1 or on behalf of an indemnified party under this Article VIII 6.2 is not paid in full by the Company within 90 thirty (30) days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has been determined in a final, nonappealable judgment by a court of competent jurisdiction to have not met the standards of conduct which that make it permissible under the DGCL for the Company Article 6.1 to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Company. Neither the failure of the Company (including the Board, its Board or independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLArticle 6.1, nor an actual determination by the Company (including the Board, its Board or independent legal counsel, or the Member) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from under Section 8.1 or on behalf 8.2 of an indemnified party under this Article VIII 8 is not paid in full by the Company Corporation within 90 ninety (90) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. The burden of proof of such proceeding shall be on the claimant to establish that such claimant is entitled to be indemnified under this Article 8. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under paragraph (a) of an indemnified party under this Article VIII Section is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Boardits Manager, independent legal counsel, or the Memberits Member(s)) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Company (including the Boardits Manager, independent legal counsel, or the Memberits Member(s)) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under subsection (b)(i) of an indemnified party under this Article VIII Section is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Memberits Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware Act, nor an actual determination by the Company (including the Board, independent legal counsel, or the Memberits members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 8 is not paid in full by the Company within 90 ninety days after such receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 15.1 is not paid in full by the Company Corporation within 90 thirty (30) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company 15 101 Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII paragraph (a) is not paid in full by the Company Corporation within 90 thirty (30) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Iowa Business Corporation Act for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the The failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conductIowa Business Corporation Act, shall not be a defense to the action or create a presumption that the claimant has had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from under Section 8.1 or on behalf 8.2 of an indemnified party under this Article VIII 8 is not paid in full by the Company Corporation within 90 ninety (90) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. The burden of proof of such proceeding shall be on the claimant to establish that such claimant is entitled to be indemnified under this Article 8. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption presumption. that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 8 is not paid in full by the Company within 90 ninety days after such receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, counsel or the MemberMembers) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Company (including the Board, independent legal counsel, counsel or the MemberMembers) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 5.1 of an indemnified party under this Article VIII is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 10.1 of an indemnified party under this Article VIII X is not paid in full by the Company Corporation within 90 30 days after such receipta written claim pursuant to Section 10.3 of this Article X has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, Independent Counsel or the Memberstockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, Independent Counsel or the Memberstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section A of an indemnified party under this Article VIII is not paid in full by the Company corporation within 90 sixty (60) days after such receipta written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a defense to any such action written claim (other than and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition disposition, where the required undertaking, if any is required, undertaking has been tendered to the Company) corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Companyis so entitled. Neither the failure of the Company corporation (including the Boardits board of directors, independent legal counsel, counsel or the Memberits shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company corporation (including the Boardits board of directors, independent legal counsel, counsel or the Memberits shareholders) that the claimant has is not met such applicable standard entitled to indemnification or to the reimbursement or advancement of conduct, expenses shall be a defense to the action or create a presumption that the claimant has is not met the applicable standard of conductso entitled.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an request to be indemnified party is made under this Article VIII V, the Board shall make a determination pursuant to Section 723(b) of the New York Business Corporation Law within 30 days after such request as to whether the person so requesting indemnification is entitled to indemnification under this Article V and the New York Business Corporation Law. If a request to be indemnified or for the reimbursement or advancement of expenses under this Article V is not paid in full by the Company Corporation within 90 30 days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL New York Business Corporation Law or hereunder for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the its Board, independent legal counsel, counsel or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.14

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under Section 1 of this Article VIII Part II is not paid in full by the Company Corporation within 90 thirty days after such receiptwritten claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL Delaware General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including the Boardits board of directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Company Corporation (including the Boardits board of directors, independent legal counsel, counsel or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 1 (above) is not paid in full by the Company this Corporation within 90 ninety (90) days after such receipta written claim has been received by this Corporation, the claimant may at any time thereafter bring suit against the Company this Corporation to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) this Corporation), that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the Company this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Companythis Corporation. Neither the failure of the Company this Corporation (including the Boardinclud ing its Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Company this Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Article VIII Section 14.3(b) is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL Law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Memberits Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLLaw, nor an actual determination by the Company (including the Board, independent legal counsel, or the Membershall be a members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 1 of an indemnified party under ------------------------------- this Article VIII is not paid in full by the Company Corporation within 90 thirty days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company Corporation (including the Boardits Board of Directors, independent legal counsel, or the Memberits stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company Corporation (including the its Board, independent legal counsel, or the Memberits stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 3.1 of an indemnified party under this Article VIII is not paid in full by the Company within 90 thirty days after such receipta written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, part the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. i. If a written claim received by the Company from for indemnification or on behalf advancement of an indemnified party expenses under this Article VIII Section 15(a) is not paid in full within sixty (60) days after a written claim therefor, supported by documentation reasonably requested by the Company within 90 days after such receiptCompany, has been received by the Company, the claimant may at any time thereafter bring file suit against the Company to recover the unpaid amount of the such claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of actually and reasonably incurred in prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL (as if the Company were a Delaware corporation) for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, the Company’s independent legal counsel, counsel or the MemberMembers) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDGCL (as if the Company were a Delaware corporation), nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. (a) If a written claim received by the Company from for indemnification or on behalf advancement of an indemnified party expenses under this Article VIII Section 11.1 is not paid in full within sixty (60) days after a written claim therefor, supported by documentation reasonably requested by the Company within 90 days after such receiptCompany, has been received by the Company, the claimant may at any time thereafter bring file suit against the Company to recover the unpaid amount of the such claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of actually and reasonably incurred in prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL (as if the Company were a Delaware corporation) for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Boardits Board of Directors, independent legal counsel, counsel or the MemberShareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDGCL (as if the Company were a Delaware corporation), nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf under Section 2 of an indemnified party under this Article VIII is not paid in full by the Company Corporation within 90 ninety (90) days after such receipta written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim claim, together with interest thereon, and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law (or other applicable law) for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CompanyCorporation. Neither the failure of the Company Corporation (including or of its full Board of Directors, its directors who are not parties to the BoardProceeding with respect to which indemnification is claimed, its stockholders, or independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law (or other applicable law), nor an actual determination by the Company (including the Board, independent legal counsel, any such person or the Member) persons that the such claimant has not met such applicable standard of conduct, shall be a defense to the such action or create a presumption that the claimant has not met the applicable standard of conduct.