Common use of Specific Limitations on Indemnification Clause in Contracts

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to such Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to such Indemnitee by either of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. 2. Notwithstanding the availability If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and established that a claim of such insurance, Indemnitee also may claim for such indemnification from the Companies pursuant relates to this Agreement by assigning acts or omissions of such Indemnitee which are material to the Companies any claims under such insurance matter giving rise to the extent Indemnitee is paid by the Companies;Proceeding and which were not committed or omitted in Good Faith. (b) 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Corporation (unless such consent was unreasonably withheld, which consentdelayed or conditioned), provided, however, shall that the consent of Indemnitee will not be unreasonably withheld; (c) required with respect to any Liability for which such Indemnitee is not entitled to indemnification. If there has been a Change in no event Control, the Corporation shall the Companies be liable to pay for Liabilities in connection with Proceedings settled without the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel consent of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;Corporation. (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for 4. For an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, 1934 or similar provisions of any federal, state statutory law or common law;local statute or regulation. (f) 5. For any liability of Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act , as defined under the United States securities laws or similar provisions of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), any state or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforlocal statute or regulation.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in Article IV and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of the Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. 2. Notwithstanding If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and establishes that a claim of the availability Indemnitee for such indemnification arose from: (i) a breach by the Indemnitee of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning Indemnitee’s duty of loyalty to the Companies any claims under such insurance Company or its shareholders; (ii) acts or omissions of the Indemnitee that are not Good Faith Acts or Omissions or which are the result of active and deliberate dishonesty,; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the extent Indemnitee is paid by the Companies;actually received an improper personal benefit in money, property or services. (b) 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Company, which consent, however, consent shall not be have been unreasonably withheld;. 4. For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (ci) there has been a successful adjudication in no event shall favor of the Companies be liable to pay Indemnitee on the fees and disbursements merits of more than one counsel in any single Proceeding except each count involving alleged securities law violations as to the extent that, in Indemnitee; (ii) such claims have been dismissed with prejudice on the written opinion merits by a court of counsel competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, finds that indemnification of the Indemnitee settlement and the related costs should be made, and has conflicting interests been advised of the position on indemnification for violations of securities laws of (A) the Securities and Exchange Commission and (B) any state securities regulatory authority in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of which securities of the Companies within the meaning Company were offered or sold. 5. If such Indemnitee is a party to such Proceeding by reason of Section 16(b) his or her status as an officer of director of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of Advisor and such Proceeding was authorized is brought by a member of the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant Advisor against such Indemnitee arising from claims solely related to the powers vested in the Company under applicable law; or (g) for any reimbursement relationship of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities members as members of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforAdvisor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate of Incorporation or Bylaws of the Corporation to be indemnified and held harmless or to receive any advancement of Expenses): (a) to To the extent that payment is actually made to Indemnitee under any insurance policypolicy provided by the Corporation, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement; provided, that the foregoing shall not affect the rights of Indemnitee or the Secondary Indemnitors set forth in Section 16 hereof. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld, delayed or conditioned; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; For (di) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; amended (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time“Exchange Act”), or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies Corporation by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CompaniesCorporation, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) from an accounting restatement by the Corporation, or the payment to the Companies Corporation of profits arising from the purchase and purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; provided, however, that notwithstanding any limitation set forth in this Section 6(c) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 3 hereof to receive advancement of Expenses hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute; (d) In connection with any acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law; provided, however, that notwithstanding any limitation set forth in this Section 6(d) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 3 hereof to receive advancement of Expenses hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law; or (e) In connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement), if Indemnitee is held liable thereforunless the commencement of such Proceeding was authorized by the Board of Directors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event For an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state statutory or common law, provided, however, that the Indemnitee shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except entitled to the extent that, in advancement of expenses unless the written opinion of counsel of the Indemnitee, the Corporation reasonably determines that Indemnitee has conflicting interests in the outcome of violated such Proceedingsection 16(b) and must disgorge profits; (d) to To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;; or (e) for an accounting of profits made from the purchase and sale (or sale and purchase) In connection with a Proceeding commenced by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any other than a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld, conditioned or delayed; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by lawapplicable Law, if so established by a final judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Parent Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawLaw; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policypolicy or other indemnity provision, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Company or affiliates other Enterprise otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Company pursuant to this Agreement by assigning to the Companies Company any claims under such insurance to the extent Indemnitee is paid by the CompaniesCompany; (b) for For Liabilities in connection with Proceedings settled without the Companies’ Company’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; For (di) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, law or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CompaniesCompany, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (d) To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; or (e) Prior to a Change in Control, in connection with a Proceeding (or any part of any Proceeding) commenced by Indemnitee is held liable thereforagainst the Company or its directors, officers, employees or other indemnitees (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement or any cross claim or counterclaim asserted by the Indemnitee) unless (i) the commencement of such Proceeding (or any part of any Proceeding) was authorized by the Board of Directors or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;; or (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of the Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. 2. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for For Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Company, which consent, however, consent shall not be have been unreasonably withheld;. 3. For any claim made against Indemnitee (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (ei) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, law or (ii) for reimbursement to the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required Company in each case as required under the Securities Exchange Act of 1934Act. 4. Except for any Proceeding initiated by Indemnitee to enforce its rights under this Agreement as contemplated by Section VI.G., as amended any Proceeding (or part thereof) initiated by Indemnitee (including any such reimbursements that arise from an accounting restatement of Proceeding initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees) unless (i) the Board authorized the action, suit or other proceeding (or part thereof) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (powers vested in the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforCompany under applicable law.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) a. to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either the Corporation or an affiliate of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. Notwithstanding ; provided, however, notwithstanding the availability of any such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under any such insurance to the extent Indemnitee is paid by the CompaniesCorporation; b. if a court in such Proceeding has entered a judgment or other adjudication that is final and has become nonappealable and establishes that the claim of Indemnitee for indemnification arose from (b1) a breach by Indemnitee of Indemnitee's duty of loyalty to the Corporation or its shareholders, (2) acts or omissions of Indemnitee that were not in good faith or involved intentional misconduct or knowing violations of the law, (3) a transaction in which Indemnitee derived an improper personal benefit, or (4) liability of Indemnitee to the Corporation pursuant to Section 490.833 of the Iowa Business Corporation Act (or any successor provision thereto); c. prior to the occurrence of a Change in Control, for Liabilities in connection with Proceedings any Proceeding settled without the Companies’ consentconsent of the Corporation, which consent, however, shall not be unreasonably withheld;; or (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) d. for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to such Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to such Indemnitee by either of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. 2. Notwithstanding the availability If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and established that a claim of such insurance, Indemnitee also may claim for such indemnification from the Companies pursuant relates to this Agreement by assigning acts or omissions of such Indemnitee which are material to the Companies any claims under such insurance matter giving rise to the extent Indemnitee is paid by the Companies;Proceeding and which were not committed or omitted in Good Faith. (b) 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Corporation (unless such consent was unreasonably withheld, which consentdelayed or conditioned), provided, however, shall that the consent of Indemnitee will not be unreasonably withheld; (c) required with -------- ------- respect to any Liability for which such Indemnitee is not entitled to indemnification. If there has been a Change in no event Control, the Corporation shall the Companies be liable to pay for Liabilities in connection with Proceedings settled without the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel consent of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;Corporation. (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for 4. For an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, 1934 or similar provisions of any federal, state statutory law or common law;local statute or regulation. (f) 5. For any liability of Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act , as defined under the United States securities laws or similar provisions of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), any state or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforlocal statute or regulation.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, neither the Companies Company nor the Partnership shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policypolicy or other indemnity provision, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Company, the Partnership or affiliates other Enterprise otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Company and the Partnership pursuant to this Agreement by assigning to the Companies Company or the Partnership any claims under such insurance to the extent Indemnitee is paid by the CompaniesCompany or the Partnership; (b) for For Liabilities in connection with Proceedings settled without the Companies’ Company’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; For (di) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Company or the Partnership within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, law or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies Company or the Partnership by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CompaniesCompany or the Partnership, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies Company or the Partnership of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (d) To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; or (e) Prior to a Change in Control, in connection with a Proceeding (or any part of any Proceeding) commenced by Indemnitee is held liable thereforagainst the Company or the Partnership, or their respective directors, officers, employees or other indemnitees (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement or any cross claim or counterclaim asserted by the Indemnitee) unless (i) the commencement of such Proceeding (or any part of any Proceeding) was authorized by the Board of Directors or (ii) the Company or the Partnership provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company or the Partnership under applicable law.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in this Article IV, and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification or Expenses with respect to any claim against Indemnitee: (a) to Proceeding: To the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of the Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. Notwithstanding To the availability of such insurance, Indemnitee also may claim indemnification from the Companies extent it is determined pursuant to this Agreement that a claim of the Indemnitee for such indemnification arose from: (i) a breach by assigning the Indemnitee of the Indemnitee’s duty of loyalty to the Companies any claims Company or its shareholders; (ii) acts or omissions of the Indemnitee that are not Good Faith Acts or Omissions or which are the result of active and deliberate dishonesty; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee or one of his “affiliates” (as that term is construed under such insurance to Rule 405 promulgated under the extent Indemnitee is paid by the Companies; (bSecurities Act of 1933, as amended) actually received an improper personal benefit in money, property or service. If there has been no Change in Control, for Liabilities in connection with Proceedings settled by the Indemnitee without the Companies’ consent, consent of the Company which consent, however, shall not be unreasonably withheld; (c) in no event shall . If the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) was initiated by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies than Proceedings initiated by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case defense and Proceedings to enforce Indemnitee’s rights under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), this Agreement or the payment to the Companies Company’s Articles of profits arising from the purchase and sale Incorporation or Bylaws as contemplated by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act6.7), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and establishes that the claim of Indemnitee for such indemnification arose from: (i) a breach by Indemnitee of his or her duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions of Indemnitee not in good faith or which involve intentional misconduct or knowing violations of the law; (iii) a transaction in which Indemnitee derived an improper personal benefit; or (iv) liability of Indemnitee to the Corporation pursuant to Section 490.833 of the Iowa Business Corporation Act (or any successor provision); (c) If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Corporation, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;; or (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (ai) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (bii) for To the extent of any state or federal income taxes in connection with Proceedings related to compensation (including deferred compensation) that Indemnitee actually received; (iii) For Liabilities in connection with Proceedings settled without the Companies’ Corporation’s written consent, which consent, however, shall not be unreasonably withheld; (civ) in no event shall For an accounting of profits made from the Companies be liable to pay the fees and disbursements purchase or sale by Indemnitee of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel securities of the IndemniteeCorporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the Indemnitee has conflicting interests in the outcome “Exchange Act”), or similar provisions of such Proceedingany state statutory or common law; (dv) to To the extent it would be otherwise prohibited by law, if so established by a court having jurisdiction in the matter in a judgment or other final adjudication adverse to Indemnitee;(and, in this respect, both the Corporation and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable); or (evi) for an accounting On account of profits made from or arising in response to any Proceeding initiated or commenced by Indemnitee or any of Indemnitee’s affiliates against the purchase and sale Corporation or any officer, director or stockholder of the Corporation (or sale and purchase) by in which Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (’s affiliates is a counter-complainant or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemniteesa cross-complainant), unless (i) the commencement of such indemnity is expressly required to be made by applicable law; (ii) such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement specific case by action of the Companies by Indemnitee board of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as directors; (iii) such indemnity is required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company to be made pursuant to Section 304 5 hereof because the determination of Indemnitee’s entitlement to indemnification was not made in a timely manner; or (iv) with respect to actions or proceedings to establish or enforce a right to indemnity under this Agreement (including rights under Section 8(a) hereof) or any other agreement or insurance policy or under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Articles of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Incorporation or the payment bylaws now or hereafter in effect relating to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee claims or Proceedings for which indemnification is held liable thereforavailable hereunder.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding or to make any Expense Advance (and Indemnitee hereby waives and relinquishes any right under this Agreement, the certificate of incorporation and bylaws of the corporation or otherwise to be indemnified and held harmless or to receive any Expense Advance): (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of For profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (fd) in connection with any Proceeding To the extent it would be otherwise prohibited by law, if so established by a final judicial decision adverse to Indemnitee from which there is no further right to appeal; (or any part of any Proceedinge) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated Commenced by Indemnitee against the Companies or their directors, officers, employees or (other indemniteesthan a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement), unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawDirectors; or (gf) for For any reimbursement of the Companies by Indemnitee of any bonus or other loss related to incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements Indemnitee that arise from an accounting restatement of was recovered by the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforCompany’s Incentive Based Compensation Recovery Policy for Executive Officers.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to any Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to such Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to such Indemnitee by either of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. 2. Notwithstanding the availability If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and established that a claim of such insurance, Indemnitee also may claim for such indemnification arose from the Companies pursuant to this Agreement by assigning acts or omissions of such Indemnitee which are material to the Companies any claims under such insurance matter giving rise to the extent Indemnitee is paid by the Companies; Proceeding and which (a) were committed in bad faith, or (b) which were the result of active and deliberate dishonesty, or (c) for which the Indemnitee actually received an improper personal benefit in money, property or services, or (d) in the case of any criminal Proceeding, for which the Indemnitee had reasonable cause to believe that the act or omission was unlawful. 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Corporation (unless such consent was unreasonably withheld, which consentdelayed or conditioned), howeverPROVIDED, shall HOWEVER, that the consent of an Indemnitee will not be unreasonably withheld; (c) required with respect to any Liability for which such Indemnitee is not entitled to indemnification. If there has been a Change in no event Control, the Corporation shall the Companies be liable to pay for Liabilities in connection with Proceedings settled without the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel consent of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;Corporation. (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for 4. For an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, 1934 or similar provisions of any federal, state statutory law or common law;local statute or regulation. (f) 5. For any liability of an Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act , as defined under the United States securities laws or similar provisions of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), any state or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforlocal statute or regulation.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes‑Oxley Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes‑Oxley Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes‑Oxley Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate of Incorporation, the Bylaws or otherwise to be indemnified and held harmless or to receive any advancement of Expenses): (a) to To the extent that payment is actually made to Indemnitee under any insurance policypolicy provided by the Corporation, contractor, agreement or otherwise or except as provided in Section 16, is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld, delayed or conditioned; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; For (di) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; amended (fthe “Exchange Act”) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies Corporation by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CompaniesCorporation, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) from an accounting restatement by the Corporation, or the payment to the Companies Corporation of profits arising from the purchase and purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); provided, if however, that notwithstanding any limitation set forth in this Section 6(c) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 3 to receive advancement of Expenses hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute; (d) in connection with any acts, omissions or transactions for which Indemnitee is held liable thereforprohibited from receiving indemnification under applicable law; provided, however, notwithstanding any limitation set forth in this Section 6(d) regarding the Corporation’s obligation to provide indemnification, Indemnitee shall be entitled under Section 3 to receive advancement of Expenses hereunder with respect to any such Proceeding unless and until a court having jurisdiction over the Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law; or (e) In connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless the commencement of such Proceeding was authorized by the Board of Directors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law, provided, however, that the Indemnitee shall be entitled to the advancement of expenses unless the Corporation reasonably determines that Indemnitee has violated such Section 16(b) and must disgorge profits; (fd) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for For any reimbursement of the Companies Corporation by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CompaniesCorporation, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company Corporation pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor; (e) To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; or (f) In connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless the commencement of such Proceeding was authorized by the Board of Directors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;; or (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company Companies provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Companies under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) if and to the extent that Indemnitee has otherwise actually received such payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise otherwise; provided, however, that the Company hereby agrees it is the indemnitor of first resort to provide advancement or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companiesindemnification; (b) for Liabilities in connection with Proceedings a Proceeding settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation within the meaning of section 16(b) of the Exchange Act, or similar provisions of any state statutory or common law. Notwithstanding anything to the contrary stated or implied in no event Section 10(c) above, indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall the Companies not be liable to pay the fees and disbursements of more than one counsel prohibited if Indemnitee ultimately establishes in any single Proceeding except to the extent that, in the written opinion that no recovery of counsel such profits from Indemnitee is permitted under Section 16(b) of the IndemniteeExchange Act or similar provisions of any federal, the Indemnitee has conflicting interests in the outcome of such Proceedingstate or local laws; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;; or (e) for an accounting of profits made from the purchase and sale (or sale and purchase) commenced by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any other than a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to such Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to such Indemnitee by either of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. 2. Notwithstanding the availability If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and established that a claim of such insurance, Indemnitee also may claim for such indemnification from the Companies pursuant relates to this Agreement by assigning acts or omissions of such Indemnitee which are material to the Companies any claims under such insurance matter giving rise to the extent Indemnitee is paid by the Companies;Proceeding and which were not committed or omitted in Good Faith. (b) 3. If there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Corporation (unless such consent was unreasonably withheld, which consentdelayed or conditioned), provided, however, shall that the consent of Indemnitee will not be unreasonably withheld; (c) required with respect to any Liability for which such Indemnitee is not entitled to indemnification. If there has been a Change in no event Control, the Corporation shall the Companies be liable to pay for Liabilities in connection with Proceedings settled without the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel consent of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;Corporation. (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for 1. For an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, 1934 or similar provisions of any federal, state statutory law or common law;local statute or regulation. (f) 2. For any liability of Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act , as defined under the United States securities laws or similar provisions of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), any state or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforlocal statute or regulation.

Specific Limitations on Indemnification. 2.1. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, the Companies Company shall not be obligated under this Agreement to make any indemnity indemnify or payment advance Expenses to Indemnitee in connection with any claim against Indemnitee: (a) respect to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) any act, event or circumstance for which it is prohibited to do so under the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, Companies Law; or (ii) a counter claim made by the Company provides the indemnification, or in its sole discretion, pursuant to the powers vested name in connection with a claim against the Company under applicable law; or filed by Indemnitee, other than: (ga) for any reimbursement by way of the Companies defense or by Indemnitee way of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required third party notice in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)connection with a claim brought against Indemnitee, or (b) in specific cases in which the payment to Board has approved the Companies initiation or bringing of profits such claim by Indemnitee, or (iii) any claim arising from the purchase and sale by Indemnitee of securities in violation of Section 306 16(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Exchange Act of 1934, as amended (the “Exchange Act”), if or any similar applicable law of any jurisdiction. 2.2. Notwithstanding the above, for as long as it is prohibited under the applicable laws, the Company shall not indemnify or advance Expenses to Indemnitee is held liable thereforin respect of Indemnitee’s financial liability, which may be incurred by Indemnitee with respect to: (i) a breach of a duty of loyalty, except to the extent that Indemnitee acted in good faith and had a reasonable basis to believe that the act would not prejudice the Company, (ii) a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of Indemnitee, (iii) an act or omission committed with the intent to derive illegal personal benefit, (iv) a fine or forfeit levied against Indemnitee, or (v) (any claim arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any similar applicable law of any jurisdiction. 2.3. Without derogating from the above, the Company shall enter into an agreement to insure Indemnitee for any liability that may be imposed on Indemnitee in connection with an act (or an omission) performed by Indemnitee in a Corporate Capacity as permitted according to the Companies Law.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in this Article IV, and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification or Expenses with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. Notwithstanding . (b) To the availability of such insurance, Indemnitee also may claim indemnification from the Companies extent it is determined pursuant to this Agreement that a claim of Indemnitee for such indemnification arose from: (i) a breach by assigning Indemnitee of Indemnitee's duty of loyalty to the Companies any claims Company or its shareholders; (ii) acts or omissions of Indemnitee that are not Good Faith Acts or Omissions or which are the result of active and deliberate dishonesty; (iii) acts or omissions of Indemnitee which Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which Indemnitee or one of his "affiliates" (as that term is construed under such insurance to Rule 405 promulgated under the extent Indemnitee is paid by the Companies;Securities Act of 1933, as amended) actually received an improper personal benefit in money, property or service. (bc) If there has been no Change in Control, for Liabilities in connection with Proceedings settled by Indemnitee without the Companies’ consent, consent of the Company which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;. (d) to If the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) was initiated by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies than Proceedings initiated by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case defense and Proceedings to enforce Indemnitee's rights under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), this Agreement or the payment to the Companies Company's Articles of profits arising from the purchase and sale Incorporation or Bylaws as contemplated by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act6.7), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld, conditioned or delayed; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by lawapplicable Law, if so established by a final judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Parent Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawLaw; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Trust shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) for any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the extent that payment is actually made Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee under any insurance policy, contract, agreement the Indemnitee; or otherwise or is made to Indemnitee by either (iii) a court of competent jurisdiction approves a settlement of the Companies claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Trust were offered or affiliates otherwise than pursuant sold as to this Agreement. Notwithstanding the availability indemnification for violations of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies;securities laws; or (b) for Liabilities (i) that was by or in connection with Proceedings settled without the Companies’ consent, right of the Trust and in which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies Indemnitee is adjudged to be liable to pay the fees Trust; or (ii) brought by the Indemnitee unless: (1) the Proceeding was brought to enforce indemnification under this Agreement, and disbursements of more than one counsel in any single Proceeding except then only to the extent thatin accordance with and as authorized by Section 6.4 of this Agreement, in or (2) the written opinion of counsel Trust Agreement, the Bylaws, a resolution or other action by the Beneficiaries or of the Indemnitee, the Indemnitee has conflicting interests in the outcome Board of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment Trustees or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized agreement approved by the Board of Directors (or any part of any Proceeding) prior Trustees to its initiation and following which the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee Trust is held liable therefora party expressly provide otherwise.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate of Incorporation, the Bylaws or otherwise to be indemnified and held harmless or to receive any advancement of Expenses): (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Company or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Company pursuant to this Agreement by assigning to the Companies Company any claims under such insurance to the extent Indemnitee is paid by the CompaniesCompany; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Company’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Company within the meaning of Section section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (fd) in To the extent it would be otherwise prohibited by law; or (e) In connection with any a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in this Article IV and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) to 1. To the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of the Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. 2. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for For Liabilities in connection with Proceedings settled without the Companies’ consentconsent of the Company, which consent, however, consent shall not be have been unreasonably withheld;. 3. For any claim made against Indemnitee (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (ei) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, law or (ii) for reimbursement to the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CompaniesCompany, as required in each case as required under the Securities Exchange Act if Indemnitee is held liable therefor or in respect of 1934, as amended (including any such reimbursements that arise from an accounting restatement claw-back provisions promulgated under the rules and regulations of the Company Securities and Exchange Commission pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Street Reform and Consumer Protection Act”). 4. Except for any Proceeding initiated by Indemnitee to enforce its rights under this Agreement as contemplated by Section VI.G., any Proceeding (or part thereof) initiated by Indemnitee (including any Proceeding initiated by Indemnitee against the payment Company or its directors, officers, employees, agents or other indemnitees) unless (i) the Board authorized the action, suit or other proceeding (or part thereof) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the Companies of profits arising from powers vested in the purchase and sale Company under applicable law. 5. If prohibited by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforapplicable law.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Company or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Company pursuant to this Agreement by assigning to the Companies Company any claims under such insurance to the extent Indemnitee is paid by the CompaniesCompany; (b) for For Liabilities in connection with Proceedings settled without the Companies’ Company’s consent, which consent, however, shall not be unreasonably withheld; (c) Provided there has been no Change in no event Control, for Liabilities in connection with Proceedings settled without the Company’s consent, which consent, however, shall the Companies not be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceedingunreasonably withheld; (d) to For an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state statutory or common law; (e) To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;; or (f) in In connection with any a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection with respect to any claim against IndemniteeEligible Proceeding: (a) to the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise or is made to the Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, the Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent the Indemnitee is paid by the CompaniesCorporation; (b) provided there has been no Change in Control, for Liabilities Eligible Penalties in connection with Eligible Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of section 16(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any other applicable law, provided, however, that the Indemnitee shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except entitled to the extent that, in the written opinion advancement of counsel of the Indemnitee, Expenses unless final adjudication determines that the Indemnitee has conflicting interests in the outcome of violated such Proceedingsection 16(b) and must disgorge profits; (d) to the extent it would be otherwise prohibited by lawlaw or public policy, if so established by a judgment or other final adjudication adverse to the Indemnitee; (e) for in connection with an accounting of profits made from the purchase and sale (Eligible Proceeding brought against an Eligible Party by or sale and purchase) by Indemnitee of securities on behalf of the Companies within the meaning Corporation or by or on behalf of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;an Associated Corporation; or (f) in connection with any an Eligible Proceeding commenced by the Indemnitee (or any part of any Proceedingother than an Eligible Proceeding commenced by the Indemnitee to enforce the Indemnitee’s rights under this Agreement) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Eligible Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding In addition to the other limitations set forth in this Article IV, and notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to the Indemnitee in connection for indemnification or Expenses with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to the Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to on behalf of the Indemnitee by either or on behalf of the Companies or affiliates Company otherwise than pursuant to this Agreement. Notwithstanding . (b) To the availability of such insurance, Indemnitee also may claim indemnification from the Companies extent it is determined pursuant to this Agreement that a claim of the Indemnitee for such indemnification arose from: (i) a breach by assigning the Indemnitee of the Indemnitee’s duty of loyalty to the Companies any claims Company or its shareholders; (ii) acts or omissions of the Indemnitee that are not Good Faith Acts or Omissions or which are the result of active and deliberate dishonesty; (iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable cause to believe were unlawful; or (iv) a transaction in which the Indemnitee or one of his “affiliates” (as that term is construed under such insurance to Rule 405 promulgated under the extent Indemnitee is paid by the Companies;Securities Act of 1933, as amended) actually received an improper personal benefit in money, property or service. (bc) If there has been no Change in Control, for Liabilities in connection with Proceedings settled by the Indemnitee without the Companies’ consent, consent of the Company which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding;. (d) to If the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) was initiated by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies than Proceedings initiated by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case defense and Proceedings to enforce Indemnitee’s rights under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), this Agreement or the payment to the Companies Company’s Certificate of profits arising from the purchase and sale Incorporation or Bylaws as contemplated by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act6.7), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides Companies provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Companies under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company Companies pursuant to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate of Incorporation, the Bylaws or otherwise to be indemnified and held harmless or to receive any advancement of Expenses): (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall For an accounting of profits made from the Companies be liable to pay the fees and disbursements purchase or sale by Indemnitee of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel securities of the IndemniteeCorporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the Indemnitee has conflicting interests in the outcome “Exchange Act”), or similar provisions of such Proceedingany state statutory or common law; (d) to To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;; or (e) for an accounting of profits made from the purchase and sale (or sale and purchase) In connection with a Proceeding commenced by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any other than a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding or to make any Expense Advance (and Indemnitee hereby waives and relinquishes any right under this Agreement, the certificate of incorporation and bylaws of the corporation or otherwise to be indemnified and held harmless or to receive any Expense Advance): (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of For profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (fd) in connection with any Proceeding To the extent it would be otherwise prohibited by law, if so established by a final judicial decision adverse to Indemnitee from which there is no further right to appeal; or (or any part of any Proceedinge) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated Commenced by Indemnitee against the Companies or their directors, officers, employees or (other indemniteesthan a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement), unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event For an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state statutory or common law, provided, however, that the Indemnitee shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except entitled to the extent that, in advancement of expenses unless the written opinion of counsel of the Indemnitee, the Corporation reasonably determines that Indemnitee has conflicting interests in the outcome of violated such Proceedingsection 16(b) and must disgorge profits; (d) to To the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee;, including any indemnification of Indemnitee for Liabilities arising directly from Indemnitee’s fraudulent or dishonest conduct (provided that this limitation on indemnification shall not apply to any advancement of Expenses under Section 3 of this Agreement); or (e) for an accounting of profits made from the purchase and sale (or sale and purchase) In connection with a Proceeding commenced by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any other than a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against IndemniteeProceeding: (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies Corporation or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under such insurance to the extent Indemnitee is paid by the CompaniesCorporation; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Corporation’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall For an accounting of profits made from the Companies be liable to pay the fees and disbursements purchase or sale by Indemnitee of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel securities of the IndemniteeCorporation within the meaning of section 16(b) of the Securities Exchange Act of 1934, as amended (the Indemnitee has conflicting interests in the outcome “Exchange Act”), or similar provisions of such Proceedingany state statutory or common law; (d) to To the extent it would be otherwise prohibited by law, if so established by a non-appealable judgment or other final non-appealable adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) In connection with a Proceeding commenced by Indemnitee of securities of the Companies within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any other than a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable lawDirectors; or (gf) for any reimbursement of the Companies Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CompaniesCompany, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). Notwithstanding any of the foregoing, (i) Indemnitee is entitled to receive advancement of Expenses for the defense of any Proceeding referenced in subsections (c) or (f) above; and (ii) if Indemnitee is held liable thereforrequired to make a payment in a Proceeding described in subsection (f), and no court in any such Proceeding has found that Indemnitee personally engaged in acts or omissions outside the scope of indemnification, Indemnitee shall not be required to repay such advancement of Expenses.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Company shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with respect to any claim against Indemnitee:Proceeding (and Indemnitee hereby waives and relinquishes any right under this Agreement, the Certificate of Incorporation, the Bylaws or otherwise to be indemnified and held harmless or to receive any advancement of Expenses): (a) to To the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise policy or is made to Indemnitee by either of the Companies Company or affiliates an affiliate otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies Company pursuant to this Agreement by assigning to the Companies Company any claims under such insurance to the extent Indemnitee is paid by the CompaniesCompany; (b) Provided there has been no Change in Control, for Liabilities in connection with Proceedings settled without the Companies’ Company’s consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Company within the meaning of Section section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of any state statutory law or common law; (fd) in To the extent it would be otherwise prohibited by law; or (e) In connection with any a Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated commenced by Indemnitee against the Companies or their directors, officers, employees or (other indemnitees, than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable thereforDirectors.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Corporation shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection for indemnification with respect to any claim against IndemniteeProceeding: (a) a. to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either the Corporation or an affiliate of the Companies or affiliates Corporation otherwise than pursuant to this Agreement. Notwithstanding ; provided, however, notwithstanding the availability of any such insurance, Indemnitee also may claim indemnification from the Companies Corporation pursuant to this Agreement by assigning to the Companies Corporation any claims under any such insurance to the extent Indemnitee is paid by the CompaniesCorporation; b. if a court in such Proceeding has entered a judgment or other adjudication that is final and has become nonappealable and establishes that the claim of Indemnitee for indemnification arose from (b1) a breach by Indemnitee of Indemnitee's duty of loyalty to the Corporation or its shareholders, (2) acts or omissions of Indemnitee that were not in good faith or involved intentional misconduct or knowing violations of the law, (3) a transaction in which Indemnitee derived an improper personal benefit, or (4) liability of Indemnitee to the Corporation pursuant to Section 490.833 of the Iowa Business Corporation Act (or any successor provision thereto); c. prior to the occurrence of a Change in Control, for Liabilities in connection with Proceedings any Proceeding settled without the Companies’ consentconsent of the Corporation, which consent, however, shall not be unreasonably withheld;; or (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) d. for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies Parent shall not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee: (a) to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies; (b) for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not be unreasonably withheld; (c) in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding except to the extent that, in the written opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome of such Proceeding; (d) to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to Indemnitee; (e) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies Parent within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees, unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior to its initiation and following the Effective Time, or (ii) the Company Parent provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Parent under applicable law; or (g) for any reimbursement of the Companies by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Companies, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company Parent pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Companies of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor.