Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law and the Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company shall promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of the Board: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly shall advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counselno change of control has occurred, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of such Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,(iv) if a change in control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Dv) if so directed by the Board, by the stockholders a vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of the CorporationIndemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefromtherefrom and agrees to pay such Expenses as they are incurred. The Corporation Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Xxxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been mademade that such Indemnitee is not entitled to such indemnification. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (DC) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1 A determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors directors or, if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Diii) if so directed by the Board, by the stockholders vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, Directors (even though if less than a quorum of the Board), (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, such directors (even though if less than a quorum of the Board), (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: (ix) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee shall request such determination be made by Independent Counselhereunder in his or her capacity as a director of the Company, by Independent Counsel, and Counsel in a written opinion to the Board; or (iiy) in all any other circumstancescase, (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any Expenses out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even though if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though if less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a written request application by Indemnitee for indemnification pursuant to Section 9(a) hereofindemnification, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agree to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made therefrom in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay accordance with the reasonable fees terms and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoconditions contained herein.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the BoardDGCL, subject to Section 9(c). Any decision that a determination is required by the stockholders of the Corporation; andlaw, if it is so determined that Indemnitee is entitled to indemnificationand any such determination, payment to Indemnitee shall be made within ten forty-five (1045) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee final disposition of a Proceeding for which indemnification is sought pursuant to Section 9(a3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) hereof, if any determination to the Board a written request for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the Director is required by proper in the circumstances because Director has met the applicable law with respect to Indemnitee’s entitlement thereto, such standard of conduct. Such determination shall be made in the following manner: (i) if Indemnitee a Change in Control shall request have occurred and the Director is not a director at the time of such determination be made by Independent Counseldetermination, by Independent CounselCounsel in a written opinion to the Board, a copy of which shall be delivered to Director; and (ii) in all any other circumstances, circumstance: (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Director or (D) if so directed by the Board, by the stockholders of the Corporation; Company, and, if it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten thirty (1030) days after such determination. Indemnitee Director shall cooperate with the person, persons or entity making such determination with respect to IndemniteeDirector’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to IndemniteeDirector’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law and the Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the appointment of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) no Change in all other circumstancesControl has occurred, (Ax) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (By) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or, (Cz) if there are no such Disinterested Directors orDirectors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Dii) if so directed a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, by the stockholders a copy of the Corporation; andwhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee final disposition of a Proceeding for which indemnification is sought pursuant to Section 9(a3 or Section 4, Director shall submit promptly (and in any event, no later than the applicable statute of limitations) hereof, if any determination to the Board a written request for indemnification averring that he has met the applicable standard of conduct set forth herein. Any indemnification made under this Agreement pursuant to Section 3 or Section 4 shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the Director is required by proper in the circumstances because Director has met the applicable law with respect to Indemnitee’s entitlement thereto, such standard of conduct. Such determination shall be made in the following manner: (i) if Indemnitee a Change in Control shall request have occurred and the Director is not a director at the time of such determination be made by Independent Counseldetermination, by Independent CounselCounsel in a written opinion to the Board, a copy of which shall be delivered to Director; and (ii) in all any other circumstances, circumstance: (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Director or (D) if so directed by the Board, by the stockholders of the Corporation; Company, and, if it is so determined that Indemnitee Director is entitled to indemnification, payment to Indemnitee Director shall be made within ten thirty (1030) days after such determination. Indemnitee Director shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s Director's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee Director and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee Director in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s Director's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee Director harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a11(b) hereof, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Diii) if so directed by the Board, by the stockholders of the Corporation; and, if Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made have occurred, by Independent CounselCounsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) if requested by Indemnitee, by Independent Counsel, and (ii) in all other circumstancesa copy of which shall be delivered to Indemnitee, (AB) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (BC) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (CD) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (DE) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodenied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1. A determination, if any determination by the Corporation is required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution.. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a11(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 10(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoExpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination thereto shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, specific case by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (b) The Corporation will Independent Counsel shall be selected by Indemnitee. The Company may, within ten (10) days after written notice of such selection, deliver to the Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not deny any meet the requirements of "Independent Counsel" as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification hereunder made in good faith by Indemnitee unless a determination as pursuant to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay hereof, and the reasonable fees and expenses final disposition of the Proceeding, including any appeal therein, no Independent Counsel referred shall have been selected and not objected to, the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company to above the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to fully indemnify whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such counsel against any and all Liabilities and Expenses arising out capacity (subject to the applicable standards of or relating to this Agreement or its engagement pursuant heretoprofessional conduct then prevailing). Section 12.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon receipt of the Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of quorum, so long as the Board, Indemnitee does not request that such determination be made by Independent Counsel; or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Cii) if there are no such Disinterested Directors orso requested by the Indemnitee, if such Disinterested Directors so directin his sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, and if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten (10) days after such determination. The Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Corporation Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies Company is liable to indemnify and agrees to hold the Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the Corporation; andCompany. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if the Company shall advance Expenses necessary to defend against a Claim pursuant to Section 8 hereof. If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstancescircumstances in any manner permitted by the DGCL, (A) by a majority vote so long as only disinterested directors are involved in the determination. Disinterested directors are those members of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there Board who are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion not parties to the Boardaction, a copy suit or proceeding in respect of which shall be delivered to indemnification is sought by Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10.1, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (ia) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (iib) if a Change in all other circumstancesControl shall not have occurred, (Ai) by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum of the Board, or (Ciii) if there are no such less than three Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any Expenses costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies jointly and agrees severally indemnify and agree to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and the stockholders; (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Biii) by a committee of Disinterested Directors designated by if a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so directorders, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Div) if so directed a quorum consisting of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if a Change in Control or Potential Change in Control Event shall have occurred, a determination with respect to Indemnitee’s entitlement thereto shall be made by Independent Counsel in a written opinion to the stockholders Board, a copy of the Corporation; andwhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, at the sole discretion of Indemnitee, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany holding a majority of the securities of the Company entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written The Company shall promptly provide the indemnification rights and undertake related obligations contemplated by this Deed. If Indemnitee submits a request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(a), if any the Company shall advise Indemnitee in writing within 30 days from the date of such request whether it agrees to provide indemnification or that it objects to such request for indemnification. Within 10 days of receipt of such objection, Indemnitee may submit a request in writing to the Company, at Indemnitee’s election, that the board of directors of the Company or Independent Counsel shall make a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, to indemnification. If such determination shall be made (i) if Indemnitee shall request such determination be is made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel it shall be in a written opinion statement to the Boardboard of directors of the Company, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (DC) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a) hereof, if any determination by the Corporation Companies is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders unitholders of the CorporationPartnership; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Companies (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Companies hereby indemnifies indemnify and agrees agree to hold Indemnitee harmless therefrom. The Corporation Companies will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a11(a) has been made. The Corporation agrees Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1 A determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than a quorum of the Boardquorum, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law and the Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) no Change in all other circumstancesControl has occurred, (Ax) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (By) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or, (Cz) if there are no such Disinterested Directors orDirectors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, ; or (Dii) if so directed a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, by the stockholders a copy of the Corporation; andwhich shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if the Company shall advance Expenses necessary to defend against a Claim pursuant to Section 8 hereof. If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofabove, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall promptly be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or (Dii) if a Change in Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board consisting solely of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel, in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if so directed by a majority of the members of the Board, by the stockholders of the Corporation; and, if Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determinationdetermination in the discretion of the Board or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(a). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies Company shall indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination[Luxembourg Law]. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any A determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made made: (i) if Indemnitee shall request such no Change in Control has occurred, (1) by the Board by a majority vote of a quorum consisting of Disinterested Directors; or (2) if a quorum cannot be obtained under clause (1), by majority vote of a committee duly designated by the Board (in which designated directors who are not Disinterested Directors may participate), consisting solely of two or more Disinterested Directors; (3) by Independent Counsel (A) selected by the Board or its committee in the manner prescribed in clauses (1) or (2); or (B) if a quorum of the Board cannot be obtained under clause (1) and a committee cannot be designated under clause (2), selected by majority vote of the Board (in which selection directors who are not Disinterested Directors parties may participate); or (4) by the shareholders, but shares owned by or voted under the control of directors who are not Disinterested Directors may not be voted; and (ii) if a Change in Control has occurred, at the election of the Indemnitee, either (1) in accordance with Section 12(a)(i) or (2) by Independent Counsel selected by the Indemnitee. Unless the determination be is made by Independent Counsel, by Independent Counselthe Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, and (ii) in all other circumstances, (A) by including a majority vote description of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of any reason or basis for which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons Person or entity Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written As a general matter, each Indemnitee is entitled to indemnification under this Agreement so long as that Indemnitee has submitted a request by Indemnitee for indemnification pursuant to in accordance with Section 9(a11(b) hereof, if any determination by the Corporation is of this Agreement. If required by applicable law law, a determination with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A1) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Boardquorum, (B2) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Boardquorum, (C3) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (D4) if so directed by the Board, by the stockholders of the Corporation holding a majority of the outstanding voting stock of the Corporation; and. For purposes hereof, if disinterested directors are those members of the Board who are not parties to the Proceeding in respect of which indemnification is sought by Indemnitee. If it is so determined pursuant to this Section 12(a) that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the persondirectors, persons Independent Counsel or entity stockholders as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any reasonable documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the persondirectors, persons the Independent Counsel or entity making such determination stockholders shall be deemed “Expenses” hereunder and shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(b), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardBoard if Indemnitee so requests in such written request for indemnification pursuant to Section 11(b), or (ii) by the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within as soon as practicable but in no event more than ten (10) days after such determination. Indemnitee shall reasonably cooperate with Independent Counsel or the personCompany, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons counsel or entity the Company upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity the Company making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any Expenses out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Cii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a12(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon receipt of Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a10(c) hereofof this Agreement, if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board in its sole discretion: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, (Ciii) if there are no such Disinterested Directors or, or if such the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by a majority vote of the stockholders of the Corporation; andCompany. Notwithstanding the above, if a determination with respect to Indemnitee’s right to indemnification is to be made following a Change of Control, such determination shall be made in the specific case by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the personDisinterested Directors or Independent Counsel, persons or entity as the case may be, making such determination shall be advanced and borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies Company is liable to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made promptly, and in any event within ten thirty (1030) days after the Submission Date (subject to any permitted extension with respect to such determinationdetermination pursuant to Section 11(b) hereof). Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof8(a), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the BoardIndemnitors if Indemnitee so requests in such written request for indemnification pursuant to Section 8(a), or (ii) by the Indemnitors in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by Indemnitee and the Board, by the stockholders of the Corporation; Indemnitors and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten twenty (1020) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Indemnitors, persons or entity as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Indemnitors, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses To the Maximum Extent Permitted by Law any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Indemnitors shall be borne by the Corporation Indemnitors (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Indemnitors hereby indemnifies indemnify and agrees agree to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s 's ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s 's entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. Any indemnification under Sections 3, 4, 5 or 6 of this Agreement shall be made no later than 90 days after receipt of the written request of Indemnitee for indemnification and shall not require that a determination be made in accordance with the Act by the persons specified in the Act that indemnification is required under this Agreement. However, unless it is ordered by a court in an enforcement action under Section 11 of this Agreement, no such indemnification shall be made if a determination is made within such 90-day period by (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the Proceeding (“Disinterested Directors”), (b) if such a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (all directors, whether or not Disinterested Directors, even though less than may participate in such designation) consisting solely of two or more Disinterested Directors, (c) independent legal counsel in a written opinion (which counsel shall be appointed if such committee cannot be designated), that the Indemnitee is not entitled to indemnification under this Agreement (“Independent Counsel”), or (d) if such Independent Counsel determination cannot be obtained, by majority vote of a quorum of the Boardshareholders consisting of shareholders who are not parties to such Proceeding, (B) by a committee of Disinterested Directors designated or if no such quorum is obtainable, by a majority vote of shareholders who are not parties to such Proceeding, using such directors’, committee members’, Independent Counsel’s or shareholders’, as the Disinterested Directorscase may be, even though less than a quorum of reasonable best efforts to make such determination as promptly as is reasonably practicable under the Boardcircumstances, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion as to whether the Board, a copy of which shall Indemnitee is entitled to be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if indemnified under applicable law. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten thirty (1030) calendar days after such determination. The Indemnitee shall reasonably cooperate with the person, persons Person or entity Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by the Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by the Corporation Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom. Any determination by the Company that the Indemnitee is entitled to indemnification (including by its directors, committee members, shareholders or any Independent Counsel) shall be conclusive and binding on the Company and the Indemnitee. The Corporation will not deny any written request for indemnification hereunder made Company agrees that all costs incurred by the Company in good faith by Indemnitee unless a making the determination as to Indemnitee’s entitlement to such indemnification described in under this Section 10(a) has been made. The Corporation agrees to pay 10 shall be borne solely by the reasonable fees and expenses Company, including, but not limited to, the costs of the legal counsel (including any Independent Counsel referred to above serving under this Section 10), proxy solicitations and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretojudicial determinations.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if . If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity entity, upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless has been denied. In no event shall a determination as be required in connection with any Proceeding or portion thereof with respect to which Indemnitee’s entitlement to such indemnification described in this Section 10(a) , who is a director, officer, employee or agent of the Company and/or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of another Enterprise, has been made. The Corporation agrees to pay successful on the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of merits or relating to this Agreement or its engagement pursuant heretootherwise.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written Promptly upon receipt of such a request by for indemnification, the Secretary of the Company shall advise the Board in writing that Indemnitee for indemnification pursuant to Section 9(a) hereof, if any has requested indemnification. A determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretoto indemnification shall, such determination shall if required by applicable law, be made in the specific case by one of the following methods: (i) if Indemnitee shall request such determination be made requested by Independent Counselthe Indemnitee, by Independent Counsel, and or (ii) in all other circumstancesif no request is made by the Indemnitee for a determination by Independent Counsel, (A) by the Board by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardquorum, or (C) if there are no such Disinterested Directors or, if such or the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (D) if a quorum of Disinterested Directors so directed by the Boarddirects, by the stockholders of the Corporation; andCompany. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including, without limitation, a description of any reason or basis for which indemnification has been denied. The only basis upon which a finding that indemnification may not be made is that such indemnification is prohibited by law. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten five (105) days after such determination. Indemnitee shall reasonably cooperate with the person, persons Person or entity Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Companies is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders unitholders of the CorporationPartnership; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Companies (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Companies hereby indemnifies indemnify and agrees agree to hold Indemnitee harmless therefrom. The Corporation Companies will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemniteelndemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies jointly and agrees severally indemnify and agree to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee Ixxxxxxxxx unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a10(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 9(b), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s 's entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, and pursuant to Section 12 of this Agreement shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such officers otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch officers, even though less than whether or not such officers would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, or if such so requested by (x) the Indemnitee in his or her sole discretion or (y) the Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoexpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the BoardDGCL. Subject to Sections 9(c) and 10 hereof, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled Company shall use reasonable best efforts to indemnification, payment to Indemnitee shall be made make such determination within ten thirty (1030) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11 or 9 of this Agreement, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such majority constituted a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than whether or not such majority constituted a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1 A determination, if any determination by the Corporation is required by applicable law and/or the Memorandum and Articles, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders by ordinary resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to indemnify and hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon Following written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change of Control shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so directhave occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, (B) if such a quorum cannot be obtained then by a majority vote of a committee of the Board consisting solely of Disinterested Directors designated by a majority vote of the Board in which directors who are parties to the Proceeding in respect of which indemnification is sought may participate, (C) if a quorum of the Board consisting of Disinterested Directors is not obtainable, and if a majority vote of a committee of the Board consisting solely of Disinterested Directors is not obtainable, or, even if obtainable such quorum of Disinterested Directors, or such committee, by a majority vote so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by a majority of the members of the Board, by the stockholders shareholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Company shall advance all reasonable fees and expenses necessary to defend against a Claim pursuant to the undertaking set forth in Section 7 hereof, if . If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the BoardDGCL, subject to Section 9(c). Any decision that a determination is required by the stockholders of the Corporation; andlaw, if it is so determined that Indemnitee is entitled to indemnificationand any such determination, payment to Indemnitee shall be made within ten thirty (1030) days after such determinationreceipt of Indemnitee’s written request for indemnification pursuant to this Agreement. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto. The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, circumstances (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: [(ix) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee shall request such determination be made by Independent Counselhereunder in his or her capacity as a director of the Company, by Independent Counsel, and Counsel in a written opinion to the Board; or (iiy) in all any other circumstances, case,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within [ten (10) to forty-five (45)] days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any Expenses out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee]. Indemnitee [or the Company, as the case may be,] may, within ten (10) days after written notice of such selection, deliver to the Company [or Indemnitee, as the case may be,] a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not deny any meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification hereunder pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made in good faith by Indemnitee unless or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate. The Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Notwithstanding anything to the contrary contained in this Agreement, the determination as of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay advancement, payment or reimbursement is withheld, conditioned or delayed by the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoinsurer(s)).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) 8(a), the Corporation shall advance Expenses necessary to defend against a claim pursuant to Section 7 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel circumstances in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed any manner permitted by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationDGCL. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany ; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made promptly, and in any event within ten thirty (1030) days after such determinationthe Submission Date, except in the case of a claim for an advancement of expenses in accordance with Section 8, in which case the applicable period shall be twenty (20) days after the Submission Date. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: [(ix) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee shall request such determination be made by Independent Counselhereunder in his or her capacity as a director of the Company, by Independent Counsel, and Counsel in a written opinion to the Board; or (iiy) if a Change in all other circumstances, Control shall not have occurred,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof10(b), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods: (i) if Indemnitee a Change in Control shall request such determination be made have occurred and if so requested in writing by Independent CounselIndemnitee, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred (or if a Change of Control shall have occurred but Indemnitee shall not have requested that indemnification be determined by Independent Counsel as provided in subpart (i)), (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the Corporation; andCompany. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) 20 days after such determination. Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any Expenses costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a8(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders shareholders of the CorporationCompany holding a majority of the equity securities of the Company present at a meeting of the shareholders and entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall shall, to the fullest extent permitted by law and the LLC Agreement, be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a9(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s 's entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee Board consisting of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; or (Cii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board; or (y) in any other case,]3 (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a 3 Bracketed provision for CEO Director only majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any Expenses out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if requested by Indemnitee, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if no request is made by Indemnitee shall request such for a determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not deny entitled to indemnification, including a description of any written request reason or basis for which indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodenied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, Board or (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within as soon as practicable but in no event more than ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof11(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Corporation will Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not deny any meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification hereunder pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made in good faith by the Indemnitee unless to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a determination person selected by the Court or by such other person as SGY Form 2017 the Court shall designate, and the person with respect to Indemnitee’s entitlement to such indemnification described in this whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a12(a) has been madehereof. The Corporation agrees to pay the reasonable fees and expenses of determination made by the Independent Counsel referred shall be valid, binding and enforceable against both parties subject to above and the rights to fully indemnify challenge such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretodetermination as set forth in Section 14 hereof.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request application by Indemnitee for indemnification pursuant to Section 9(a11(b) hereofor written statement by Indemnitee for advances of Expenses pursuant to Section 10(a), if any a determination by the Corporation is required by applicable law with respect to Indemnitee’s 's entitlement theretothereto pursuant to the mandatory terms of this Agreement, such determination pursuant to statute, or pursuant to other sources of right to indemnity, shall be made in the specific case: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than whether or not such directors otherwise would constitute a quorum of the Board, ; (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directorssuch directors, even though less than whether or not such directors would otherwise constitute a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so directDirectors, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (Div) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determinationCompany. Indemnitee shall reasonably cooperate with the person, persons or entity making such the determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny from any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees costs and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretoExpenses.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case: (i) if a Change in Control shall have occurred (and Indemnitee shall request such not have requested that the determination be made by Independent Counselpursuant to clause (ii) of this sentence, by Independent CounselCounsel in a written opinion to the Board, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred (or Indemnitee shall have requested that the determination be made pursuant to this clause (ii), (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, and (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Corporation promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or (D) if so directed by the Board, by the stockholders of the Corporation; and, if basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination or otherwise in connection with Indemnitee’s request for indemnification shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees shall advance to hold or on behalf of Indemnitee harmless therefrom. The Corporation will not deny any payment therefor upon Indemnitee’s written request for indemnification hereunder made in good faith by Indemnitee unless a determination as such costs or Expenses are incurred or anticipated to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant heretobe incurred.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof12.1. A determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counselno Change in Control has occurred, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, ; (Bii) by a committee of such Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or ; (Div) if so directed a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (v) by the stockholders a vote of the Corporation; andstockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders shareholders of the Corporation; and, if Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons Person or entity Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons Person or entity Persons upon reasonable advance request any documentation or information which that is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons Person or entity Persons making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will Company shall not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if the Company shall advance Expenses pursuant to Section 8 hereof. If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) in any manner permitted by a majority vote the DGCL, so long as only disinterested directors are involved in the determination. Disinterested directors are those members of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there Board who are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion not parties to the Boardaction, a copy suit or proceeding in respect of which shall be delivered to indemnification is sought by Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee and the Company shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee or the Company, as the case may be, and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification hereunder, Indemnitee shall submit to the Company a written request therefor, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Upon such written request by Indemnitee for indemnification pursuant to Section 9(a) hereofindemnification, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case by (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders of the Corporation; Company and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Notwithstanding the foregoing sentence regarding the determination being made by the Disinterested Directors or a committee thereof, if the determination is being made after any Change of Control, such determination must be made by Independent Counsel. Indemnitee shall cooperate with the person, persons persons, or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such person, persons or entity counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination Independent Counsel shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, at the sole discretion of the Indemnitee, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof10(a), a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, the specific case: (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereofA determination, if any determination by the Corporation is required by applicable law or the Amended and Restated Memorandum and Articles of Association of the Company, with respect to Indemnitee’s entitlement thereto, such determination to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors such directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Boardsuch directors, (Ciii) if there are no such Disinterested Directors or, or if such Disinterested Directors directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board, by the stockholders vote of the Corporation; andshareholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, if including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) ), the Corporation shall advance Expenses necessary to defend against a Claim pursuant to Section 8 hereof, if . If any determination by the Corporation is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstancescircumstances in any manner permitted by the DGCL, (A) by a majority vote so long as only disinterested directors are involved in the determination. Disinterested directors are those members of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there Board who are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion not parties to the Boardaction, a copy suit or proceeding in respect of which shall be delivered to indemnification is sought by Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereofor for advances pursuant to the first sentence of Section 8, a determination, if any determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination thereto shall be made in the specific case: (i) if Indemnitee a Change in Control shall request such determination be made by Independent Counselhave occurred, by Independent CounselCounsel in a written opinion to the Board of Directors, and a copy of which shall be delivered to Indemnitee; or (ii) if a Change in all other circumstancesControl shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than provided that such directors constitute a quorum of the Board, (B) if a quorum of the Board cannot be obtained under the foregoing clause (A), by a committee of two or more Disinterested Directors designated by a majority vote of members of the Board (including directors other than Disinterested Directors, even though less than ) constituting a quorum of the Board, (C) if there are no such not at least two Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, Indemnitee or (D) if so directed by the Board, by the stockholders of the CorporationCompany (excluding shares owned by or voted under the control of directors that are at the time parties to the Proceeding); andprovided, however, that if Independent Counsel makes the determination that Indemnitee is entitled to indemnification, the authorization of indemnification and the evaluation as to reasonableness of expenses shall be made by the persons set forth in the foregoing clause (ii)(A) or, if necessary, clause (ii)(B). If, upon written request made by Indemnitee pursuant to Section 9(a), it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee of all authorized indemnification amounts, including expenses determined to be reasonable, shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if the Company shall advance Expenses necessary to defend against a Claim pursuant to Section 8 hereof. If any determination by the Corporation Company is required by applicable law with respect to Indemnitee’s ultimate entitlement theretoto indemnification, such determination shall be made (i) if Indemnitee shall request such determination be made by the Independent Counsel, by the Independent Counsel, Counsel and (ii) in all other circumstances, (A) in any manner permitted by a majority vote the GCL, so long as only disinterested directors are involved in the determination. Disinterested directors are those members of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there Board who are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion not parties to the Boardaction, a copy suit or proceeding in respect of which shall be delivered to indemnification is sought by Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity Person(s) making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such personPerson(s), persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity Person(s) making such determination shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation Company agrees to pay the reasonable fees and expenses Expenses of the Independent Counsel referred to above and to fully indemnify such counsel the Independent Counsel against any and all Liabilities Expenses, claims, liabilities and Expenses damages arising out of or relating to this Agreement or its engagement pursuant hereto.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof), a determination, if any such determination by the Corporation is required by applicable law law, with respect to Indemnitee’s entitlement thereto, such determination to indemnification hereunder shall be made in the specific case by one of the following methods: [(ix) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee shall request such determination be made by Independent Counselhereunder in his or her capacity as a director of the Company, by Independent Counsel, and Counsel in a written opinion to the Board; or (iiy) if a Change in all other circumstances, Control shall not have occurred,] (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Corporation; Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such determination. Indemnitee shall cooperate with the personIndependent Counsel or the Company, persons or entity as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such personcounsel or the Company, persons or entity upon reasonable advance request request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any Expenses out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons Independent Counsel or entity making such determination the Company shall be borne by the Corporation Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Corporation agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.