Common use of Procedure for Indemnification Clause in Contracts

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- pursuant to Paragraphs 32, 4 3 or 6 5 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 2 or 3 or 4 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Paragraph 2 or 43, as the case may be. Such determination, and any determination pursuant to Section 8 Paragraph 7 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there are no Disinterested Directorsdisinterested directors, or if Disinterested Directors disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion opinion, or (d) by the stockholders.

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 5, 4 6, 7 or 6 9 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 5, 6 or 4 9 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 5 or 46, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a even though less than quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directorsa quorum of the outstanding shares of stock of all classes entitled to vote for directors, whether voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or not a quorumproceeding in question, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (d) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not even though less than a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directorssuch disinterested directors, or if Disinterested Directors such disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporationcorporation) in a written opinion opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) by the stockholdersDelaware Court of Chancery.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 2(a), 4 2(b), 2(c) or 6 2(e) of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 2(a), 2(b) or 4 2(e) the Corporation determines within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 2(a) or 42(b), as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by a majority vote of a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (d) independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion or (de) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by if no such quorum is obtainable, a majority vote of a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether two or not a quorummore disinterested directors, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (d) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (de) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by if no such quorum is obtainable, a majority vote of a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether two or not a quorummore disinterested directors, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (c) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (d) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Sections 1, 4 2, 3 or 6 5 of this AgreementArticle EIGHTH, an Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines within such 6030-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Sections 1, 2 or 45 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there are no Disinterested Directorsdisinterested directors, or if Disinterested Directors the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion opinion, or (d) by the stockholdersstockholders of the Corporation.

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Sections 9(a), 4 9(b), 9(c) or 6 of this Agreement9(e), the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Sections 9(a), 9(b) or 4 9(e) the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Sections 9(a) or 49(b), as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by if no such quorum is obtainable, a majority vote of a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether two or not a quorummore disinterested directors, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (d) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (de) by the stockholdersa court of competent jurisdiction.

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Sections 9(a), 4 9(b), 9(c) or 6 of this Agreement9(e), the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Sections 9(a), 9(b) or 4 9(e) the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Sections 9(a) or 49(b), as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by if no such quorum is obtainable, a majority vote of a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether two or not a quorummore disinterested directors, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (d) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (de) by the stockholdersa court of competent jurisdiction.

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("“Disinterested Directors"”), whether or not even though less than a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporationcorporation) in a written opinion opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of Expenses pursuant to Paragraphs 2, 3, 4 5 or 6 7 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 2, 3 or 4 7 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Paragraph 2 or 43, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by a majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there are no Disinterested Directorsdisinterested directors, or if Disinterested Directors the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (d) by the stockholders.

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

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not even though less than a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directorssuch disinterested directors, or if Disinterested Directors such disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporationcorporation) in a written opinion opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of Expenses pursuant to Paragraphs 3, 4 or 6 7 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Paragraph 3 or 4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting Corporation, (b) a majority vote of persons a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of shareholders who are not at that time parties to the Proceeding ("Disinterested Directors"), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorumProceeding, (c) if there are is no Disinterested Directorsquorum of the directors of the Corporation, or if Disinterested Directors the directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion to the Board, or (d) by the stockholdersa court of competent jurisdiction.

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

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

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of Expenses pursuant to Paragraphs 3, 4 4, 6 or 6 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 3, 4 or 4 8 the Corporation determines within such 60-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Paragraph 3, 4 or 48, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directorsdisinterested directors"), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there are no Disinterested Directorsdisinterested directors, or if Disinterested Directors disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion opinion, or (d) by the stockholders.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle VII, an Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines within such 6030-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1, 2 or 45 of this Article VII, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (c) if there are no Disinterested Directorsdisinterested directors, or if Disinterested Directors the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion opinion, or (d) by the stockholdersstockholders of the Corporation.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of Expenses pursuant to Paragraphs 3, 4 4, 6 or 6 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of expenses Expenses shall be made promptly, and in any event within 60 45 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 3, 4 or 4 8 the Corporation determines within such 6045-day period that such Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs Paragraph 3 or 4, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance (a) by a majority vote of the directors of the Corporation or a committee thereof consisting of persons who are not at that time parties to the Proceeding ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by independent legal counsel appointed by a committee majority of Disinterested Directors designated the disinterested directors, or if there are none, by a majority of the directors in office or (c) by a majority vote of Disinterested Directors, whether or the stockholders who are not a quorum, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, parties to the extent permitted by applicable lawProceeding. Notwithstanding the foregoing, a court having jurisdiction (which need not be regular legal counsel to the Corporationcourt in which the Proceeding in question was brought) may grant or deny indemnification in a written opinion or (d) by each instance under the stockholdersprovisions of law and this Agreement.

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) by if no such quorum is obtainable, a majority vote of a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether two or not a quorummore disinterested directors, (c) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (d) independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (de) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 4 2, 3 or 6 5 of this AgreementArticle, the Indemnitee shall submit to the Corporation corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 Section 1, 2 or 4 5 the Corporation determines corporation determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not even though less than a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directorsa quorum of the outstanding shares of stock of all classes entitled to vote for directors, whether voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or not a quorumproceeding in question, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion corporation), or (d) by the stockholdersa court of competent jurisdiction.

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

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 2, 3 or 4 or 6 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any The Indemnitee may bring suit against the Corporation to recover the unpaid portion of such claim for indemnification or advancement of expenses, if the indemnification or advancement of expenses shall be made promptlyrequested in writing in accordance with the preceding sentence in is not paid in full (i) in the case of advancement, within 20 (twenty) days after receipt by the Corporation of a written request therefore, and (ii) in any event the case of indemnification, within 60 days after receipt by the Corporation of the a written request of the Indemniteetherefor, unless with respect to requests for indemnification under Paragraphs 3 Section 1 or 4 2 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question, even though less than a quorum ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (b) disinterested directors designated by a committee of Disinterested Directors designated by majority vote of Disinterested Directorssuch directors, whether or not even though less than a quorum, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (d) by the stockholders.a court of competent jurisdiction. If

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

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 6.1, 4 6.2, 6.3 or 6 6.5 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, or 20 days with respect to a claim for the advancement of expenses, unless with respect to requests under Paragraphs 3 Section 6.1, 6.2 or 4 6.5 the Corporation determines within such 60-day period, or 20-day period as the case may be, that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 6.1 or 46.2, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (ai) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding action, suit or proceeding in question ("Disinterested Directors"“disinterested directors”), whether or not a quorum, (bii) by a majority vote of a committee of Disinterested Directors disinterested directors designated by majority vote of Disinterested Directorsdisinterested directors, whether or not a quorum, (ciii) if there a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are no Disinterested Directorsnot at that time parties to the action, suit or if Disinterested Directors so directproceeding in question, by (iv) independent legal counsel (who may, to the extent permitted by applicable law, be regular legal counsel to the Corporation) in a written opinion ), or (dv) by the stockholdersa court of competent jurisdiction.

Procedure for Indemnification. In order to obtain indemnification ----------------------------- or advancement of expenses pursuant to Paragraphs 3Section 1, 2 or 4 or 6 of this AgreementArticle, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of Expensesexpenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines determines, by clear and convincing evidence, within such 60-day period that such the Indemnitee did not meet the applicable standard of conduct set forth in Paragraphs 3 Section 1 or 42, as the case may be. Such determination, and any determination pursuant to Section 8 that advanced Expenses must be repaid to the Corporation, shall be made in each instance by (a) by a majority vote of a quorum of the directors of the Corporation consisting Corporation, (b) a majority vote of persons a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the Proceeding ("Disinterested Directors")action, whether suit or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorumproceeding in question, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by applicable law, may be regular legal counsel to the Corporation) in a written opinion ), or (d) by the stockholdersa court of competent jurisdiction.