Common use of Trial De Novo Clause in Contracts

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 or 7 of this Agreement that Director is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director shall be entitled to an adjudication in any court of competent jurisdiction of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director is not entitled to indemnification, any judicial proceeding (including any arbitration) commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO trial on the merits, and Director shall not be prejudiced by reasons of that adverse determination. If a Change In Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 6.5 or 7 of this Agreement 6.6 that Director an Indemnitee is not entitled to indemnification under this AgreementArticle VI, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement6.3, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director the Indemnitee to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 66.5, 7 6.6 or 8 of this Agreement6.7, Director the Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director the Indemnitee is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 6.9 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director Indemnitee shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 106.9, the Corporation shall have the burden of proving that Director the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director the Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 106.9, or otherwise, unless Director the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 6.9 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this AgreementArticle VI. In the event that Directoran Indemnitee, pursuant to this Section 106.9, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this AgreementArticle VI, Director the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Director an Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director the Indemnitee in connection with such judicial adjudication or arbitration shall nevertheless be paid by the Corporationappropriately prorated.

Trial De Novo. In the event that (ai) a determination is made pursuant to Section 6 4(b) or 7 of this Agreement 4(c) that Director an Officer is not entitled to indemnification under this Agreement, (bii) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement3(b), (ciii) Independent Counsel has not made and delivered a written opinion determining the a request for indemnification (iA) within 90 days after being appointed by a courtthe Delaware Court, (iiB) within 90 days after objections to his or her selection have been overruled by a court the Delaware Court or (iiiC) within 90 days after the time for the Corporation Company or Director the Officer to object to his or her selection or (div) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 4(b) or 4(c) or Section 6, 7 or 8 of this Agreement, Director the Officer shall be entitled to an adjudication in any court of competent jurisdiction the Delaware Court of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director the Officer is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 4(e) shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director the Officer shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 104(e), the Corporation Company shall have the burden of proving that Director the Officer is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director the Officer is entitled to indemnification, the Corporation Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 104(e), or otherwise, unless Director the Officer knowingly misrepresented a material fact in connection with the request for indemnification, indemnification or such indemnification is prohibited by law. The Corporation Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 4(e) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 or 7 of this Agreement that Director Officer is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director Officer to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director Officer shall be entitled to an adjudication in any court of competent jurisdiction of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director Officer is not entitled to indemnification, any judicial proceeding (including any arbitration) commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director Officer shall not be prejudiced by reasons of that adverse determination. If a Change In Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director Officer is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director Officer is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director Officer knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that DirectorOfficer, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director Officer shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director Officer is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director Officer in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 or 7 of this Agreement that Director is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director shall be entitled to an adjudication in any court of competent jurisdiction of his her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director is not entitled to indemnification, any judicial proceeding (including any arbitration) commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO trial on the merits, and Director shall not be prejudiced by reasons of that adverse determination. If a Change In Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. ​ The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.. ​

Trial De Novo. In the event that (a) a determination is ------------- made pursuant to Section 6 2.6 or 7 2.7 of this Agreement that Director Indemnitee is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 2.3 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 ninety days after being appointed by a court, (ii) within 90 ninety days after objections to his or her selection have been overruled by a court or (iii) within 90 ninety days after the time for the Corporation Company or Director Indemnitee to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 62.6, 7 2.7 or 8 2.8 of this Agreement, Director Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director Indemnitee is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 2.10 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director Indemnitee shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 102.10, the Corporation Company shall have the burden of proving that Director Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 102.10, or otherwise, unless Director Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 2.10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all provisions of this Agreement. In the event that DirectorIndemnitee, pursuant to this Section 102.10, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this Agreement, Director Indemnitee shall be entitled to recover from the CorporationCompany, and shall be indemnified by the Corporation Company against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Director Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director Indemnitee in connection with such judicial adjudication or arbitration shall nevertheless be paid by the Corporationappropriately prorated.

Trial De Novo. In the event that (a) a determination is made ismade pursuant to Section 6 or 7 of this Agreement that Director is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director shall be entitled to an adjudication in any court of competent jurisdiction of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director is not entitled to indemnification, any judicial proceeding (including any arbitration) commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO trial on the merits, and Director shall not be prejudiced by reasons of that adverse determination. If a Change In Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 4(b) or 7 of this Agreement 4(c) that Director a Officer is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement3(b), (c) Independent Counsel has not made and delivered a written opinion determining the a request for indemnification (i) within 90 days after being appointed by a courtthe Court of Chancery of the State of Delaware or other court of competent jurisdiction, (ii) within 90 days after objections to his or her selection have been overruled by a the Court of Chancery of the State of Delaware or other court of competent jurisdiction or (iii) within 90 days after the time for the Corporation Company or Director the Officer to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 4(b) or 4(c) or Section 6, 7 or 8 of this Agreement, Director the Officer shall be entitled to an adjudication in an appropriate court in the State of Delaware or in any other court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director the Officer is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 4(e) shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director the Officer shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 104(e), the Corporation Company shall have the burden of proving that Director the Officer is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director the Officer is entitled to indemnification, the Corporation Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 104(e), or otherwise, unless Director the Officer knowingly misrepresented a material fact in connection with the request for indemnification, indemnification or such indemnification is prohibited by law. The Corporation Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 4(e) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 or 7 of this Agreement that Director Officer is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director Officer to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director Officer shall be entitled to an adjudication in any court of competent jurisdiction of his entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director Officer is not entitled to indemnification, any judicial proceeding (including any arbitration) commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO trial on the merits, and Director Officer shall not be prejudiced by reasons of that adverse determination. If a Change In Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director Officer is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director Officer is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director Officer knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that DirectorOfficer, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director Officer shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director Officer is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director Officer in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 or 7 of this Agreement that Director is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 ninety days after being appointed by a court, (ii) within 90 ninety days after objections to his or her selection have been overruled by a court or (iii) within 90 ninety days after the time for the Corporation or Director to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6, 7 or 8 of this Agreement, Director shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director shall not be prejudiced by reasons of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Director knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication or arbitration shall nevertheless be paid by the Corporationappropriately prorated.

Trial De Novo. In the event that (ax) a determination is made pursuant to Section 6 or 7 of this Agreement x xxxxxxxxxxxxx xx xxxx xxxxxxxx xx Xxxxxxx 0.0 xx 6.6 that Director an Indemnitee is not entitled to indemnification under this AgreementArticle VI, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement6.3, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director the Indemnitee to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 66.5, 7 6.6 or 8 of this Agreement6.7, Director the Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director the Indemnitee is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 6.9 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director Indemnitee shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 106.9, the Corporation shall have the burden of proving that Director the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director the Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 106.9, or otherwise, unless Director the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 6.9 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this AgreementArticle VI. In the event that Directoran Indemnitee, pursuant to this Section 106.9, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this AgreementArticle VI, Director the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Director an Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director the Indemnitee in connection with such judicial adjudication or arbitration shall nevertheless be paid by the Corporationappropriately prorated.

Trial De Novo. In the event that (a) a determination is made pursuant to Section 6 4(b) or 7 of this Agreement 4(c) that a Director is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement3(b), (c) Independent Counsel has not made and delivered a written opinion determining the a request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation Company or the Director to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 64(b) or 4(c), 7 or 8 of this Agreement, the Director shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that the Director is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 4(e) shall be conducted in all respects as a DE NOVO de novo trial on the merits, and the Director shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 104(e), the Corporation Company shall have the burden of proving that the Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Director is entitled to indemnification, the Corporation Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 104(e), or otherwise, unless the Director knowingly misrepresented or omitted a material fact (other than privileged information) in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 4(e) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.

Trial De Novo. In the event that (ax) a determination is made pursuant to Section 6 or 7 of this Agreement x xxxxxxxxxxxxx xx xxxx xxxxxxxx xx Xxxxxxx 0.0 xr 6.6 that Director an Indemnitee is not entitled to indemnification under this AgreementArticle VI, (b) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement6.3, (c) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (i) within 90 days after being appointed by a court, (ii) within 90 days after objections to his or her selection have been overruled by a court or (iii) within 90 days after the time for the Corporation or Director the Indemnitee to object to his or her selection or (d) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 66.5, 7 6.6 or 8 of this Agreement6.7, Director the Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Director the Indemnitee is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 6.9 shall be conducted in all respects as a DE NOVO de novo trial on the merits, and Director Indemnitee shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 106.9, the Corporation shall have the burden of proving that Director the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that Director the Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 106.9, or otherwise, unless Director the Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 6.9 that the procedures and presumptions of this Agreement Article VI are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all provisions of this AgreementArticle VI. In the event that Directoran Indemnitee, pursuant to this Section 106.9, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this AgreementArticle VI, Director the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Director an Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director the Indemnitee in connection with such judicial adjudication or arbitration shall nevertheless be paid by the Corporationappropriately prorated.

Trial De Novo. In the event that (ai) a determination is made pursuant to Section 6 4(b) or 7 of this Agreement 4(c) that a Director is not entitled to indemnification under this Agreement, (bii) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement3(b), (ciii) Independent Counsel has not made and delivered a written opinion determining the a request for indemnification (iA) within 90 days after being appointed by a courtthe Delaware Court, (iiB) within 90 days after objections to his or her selection have been overruled by a court the Delaware Court or (iiiC) within 90 days after the time for the Corporation Company or the Director to object to his or her selection or (div) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 4(b) or 4(c) or Section 6, 7 or 8 of this Agreement, the Director shall be entitled to an adjudication in any court of competent jurisdiction the Delaware Court of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that the Director is not entitled to indemnification, any judicial proceeding (including any arbitration) or arbitration commenced pursuant to this Section 10 4(e) shall be conducted in all respects as a DE NOVO de novo trial on the merits, and the Director shall not be prejudiced by reasons reason of that adverse determination. If a Change In of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 104(e), the Corporation Company shall have the burden of proving that the Director is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or deemed to have been made that the Director is entitled to indemnification, the Corporation Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 104(e), or otherwise, unless the Director knowingly misrepresented a material fact in connection with the request for indemnification, indemnification or such indemnification is prohibited by law. The Corporation Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 4(e) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all provisions of this Agreement. In the event that Director, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Director shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Director is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Director in connection with such judicial adjudication shall nevertheless be paid by the Corporation.