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), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case case: (a) by one a majority of the following methods: Company’s stockholders, (xb) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yc) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Persons 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses Expenses (including including, without limitation, reasonable and documented attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) a. Upon receipt of the Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a10(b), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) by the Disinterested Directors, even though less than a quorum, so long as the Indemnitee does not request that such determination be made by Independent Counsel; or (ii) if a Change so requested by the Indemnitee in Control shall have occurredhis sole discretion, or if there are no Disinterested Directors, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee and, the Indemnitee; and if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within thirty ten (3010) days after such determination. The Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 the Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by the Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel or Counsel, as the Company case may be, making such determination shall be advanced and borne by the Company Indemnitors (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company Indemnitors are hereby indemnifies jointly and agrees severally liable to indemnify and hold the Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (xX) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yY) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested such directors designated by a majority vote of the disinterested such directors, even though less than a quorum; or (iii) if there are no disinterested directors Disinterested Directors or if the disinterested such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (iv) by vote of the stockholders. The Company promptly will advise Indemnitee andin writing with respect to any determination 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) if no Change of Control has occurred (x) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (y) by a committee of Disinterested Directors, even if less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if the Indemnitee so directs by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion which shall be delivered to the Indemnitee. The Company will promptly advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurredoccurred 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) if a Change in Control shall not have occurred: any other case,] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel person, persons or the Company, 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty [ten (3010) to forty-five (45)] days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and/or by the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurredoccurred 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) if a Change in Control shall not have occurred: any other case,] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or has occurred (y) if a Change in Control shall not have occurred: (iw) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iix) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiy) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (z) by a vote of the shareholders by ordinary resolution; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably Expenses incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a 12.1 A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company will promptly advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a12(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiC) if there are no disinterested directors or if the disinterested directors so directsuch Disinterested Directors, 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee and, if Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably Expenses incurred by or on behalf of Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 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 basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (yii) if a Change in Control shall not have occurred: (iA) by a majority vote of the disinterested directors, even though less than a quorum; (iiB) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iiiC) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or has occurred (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, (x) if the Indemnitee andso requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (y) otherwise, by Independent Counsel in a written opinion addressed 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 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons, or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons, or the Company, entity upon reasonable advance requestrequest any documentation, any documentation or information which is not privileged or otherwise protected from disclosure disclosure, and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons, or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x[Include in Director Agreement][(x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: :] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board[Include in Director Agreement][; or (iv) if so directed by the Board, by the stockholders of the Company]. 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 [Include in Officer Agreement][reasonable] out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or has occurred (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (ii) 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 the Indemnitee. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a Change in Control shall have occurredoccurred 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 (yii) if a Change in Control shall not have occurred: any other case, (iA) by a majority vote of the disinterested directors, even though less than a quorum; (iiB) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iiiC) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and/or the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) 30 days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitiee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon receipt of Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a10(c), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following three methods: (x) if a Change in Control , which shall have occurred, by Independent Counsel in a written opinion to be at the election of the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; , (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; , or (iii) if there are no disinterested directors Disinterested Directors or if the disinterested directors 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee andIndemnitee. 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel or Counsel, as the Company case may be, making such determination shall be advanced and borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies is liable to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to ACTIVE/105004718.3 such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: :] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) [if a Change in Control shall not have occurredoccurred][in any other case]: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such ACTIVE/104667594.2 counsel or 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. 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 and which is reasonably available to the Company and reasonably necessary to such determination. As part of this cooperation, the Company may request that the Indemnitee and Independent Counsel agree to enter into a non-disclosure agreement prior to sharing any information that would otherwise be protected from disclosure. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, at the election of the Indemnitee (w) by Independent Counsel in a written opinion to the Board; or vote of shareholders, (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested such directors designated by a majority vote of the disinterested such directors, even though less than a quorum; or (iiiz) if there are no disinterested directors Disinterested Directors or if the disinterested such 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 shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, at the election of the Indemnitee (y) by Independent Counsel’s Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee andor (z) by a vote of shareholders. 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 thirty (30) ten days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a11(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiC) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee lndemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon 11.1.Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case case: (a) by one a majority of the following methods: Company’s stockholders, (xb) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yc) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Persons 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses Expenses (including including, without limitation, reasonable and documented attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, or (iv) by the stockholders. 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty fifteen (3015) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, occurred by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such A determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board; (iv) if so directed by the Board, by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the Proceeding in question; or (v) the Delaware Court. 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 10.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)9.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel person, persons or the Company, 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon 11.1.Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to ​ Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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; provided, however, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurredoccurred 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) if a Change in Control shall not have occurred: any other case,]6 (i) by a 6Include only for an officer who is also a director of the Company. majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a12(b), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty (30) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, entity upon reasonable advance request, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably Expenses incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such 12.1 A determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (ii) 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. The Company will promptly advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 12.1 A determination (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, only if such determination is required by applicable law, ) with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company will promptly advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitiee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s 's entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ ' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurredoccurred 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) if a Change in Control shall not have occurred: any other case,]7 (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 7 Add for CEO Director Form. Any reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a1) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote quorum of the disinterested directorsBoard, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty [ten (3010) to forty-five (45)] days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorumquorum of the Board; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee; or (C) by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote quorum of the disinterested directorsBoard, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a11(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiC) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, or (D) if so directed by the Board, by the common stockholders of the Company by the affirmative vote of the holders of a majority in voting power of the Company’s outstanding common stock, present in person or represented by proxy; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 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 basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and/or the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon receipt of Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a10(c), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following three methods: (x) if a Change in Control , which shall have occurred, by Independent Counsel in a written opinion to be at the election of the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; , (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; , or (iii) if there are no disinterested directors Disinterested Directors or if the disinterested directors 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee andIndemnitee. 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 thirty (30) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel or Counsel, as the Company case may be, making such determination shall be advanced and borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies is liable to indemnify and agrees to hold Indemnitee harmless therefrom. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, which shall be at the election of the Indemnitee: (xi) if a no Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or has occurred (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawthe Applicable Law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty sixty (3060) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote quorum of the disinterested directorsBoard, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (C) if the Indemnitee so requests, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurredoccurred and indemnification is being requested by Indemnitee hereunder in his or her capacity as an officer of the Company, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: any other case, (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) to forty-five (45) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or has occurred (y) if a Change in Control shall not have occurred: (iw) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iix) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiy) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (z) by the stockholders of the Company; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably Expenses incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after of such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiC) if there are no disinterested directors or such. Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon 11.1.Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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; provided that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable and documented attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.. ​ ​

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification (but not for advancement of Expenses for which no determination is required) pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment payment, to the extent not previously advanced, to Indemnitee shall be made within thirty (30) ten business days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel person, persons or the Company, 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; provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have under applicable law. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: [(x) if a Change in Control shall have occurredoccurred 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) [if a Change in Control shall not have occurred: :] [in any other case,]] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote quorum of the disinterested directorsBoard, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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, provided , that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in of Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: :] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board[; or (iv) if so directed by the Board, by the stockholders of the Company]. 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 [reasonable] out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) a. Upon receipt of the Indemnitee’s written request by Indemnitee for indemnification pursuant to Section 9(a10(b), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) by the Disinterested Directors, even though less than a quorum, so long as the Indemnitee does not request that such determination be made by Independent Counsel; or (ii) if a Change so requested by the Indemnitee in Control shall have occurredher sole discretion, or if there are no Disinterested Directors, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee and, the Indemnitee; and if it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within thirty ten (3010) days after such determination. The Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 the Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by the Indemnitee in so cooperating with the Disinterested Directors or Independent Counsel or Counsel, as the Company case may be, making such determination shall be advanced and borne by the Company Indemnitors (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company Indemnitors are hereby indemnifies jointly and agrees severally liable to indemnify and hold the Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and to the extent not otherwise provided pursuant to the terms of this Agreement, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made promptly in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) quorum of the Board, by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or (iii) quorum of the Board, if there are no disinterested directors Disinterested Directors or if the disinterested such directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members a copy of which shall be delivered to Indemnitee, or with the Indemnitee’s prior written consent, by vote of the Board who are not parties stockholders; provided, however, that if a Change in Control shall have occurred, then, at the election of Indemnitee, the determination with respect to the action, suit or proceeding in respect of which Indemnitee’s entitlement to indemnification is sought. In the case that such determination is shall be made by Independent Counsel. The Company promptly will advise Indemnitee in writing with respect to any determination Indemnitee is or is not entitled to indemnification, including a copy description of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom. In addition, it is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board, any committee or subgroup of the Board, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board, any committee or subgroup of the Board, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; Board or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall 50822293.2 - 7 - have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or quorum of the Board, (iiiC) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) 10 days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The company will promptly 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 basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case case: (a) by one a majority of the following methods: Company’s stockholders, (xb) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yc) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Persons 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable and documented attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon delivery of the written request application by Indemnitee for indemnification pursuant to Section 9(a)8(b) of this Agreement, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methods: (xi) if a Change in Control shall have occurred, as advised by Independent Counsel in a written opinion to the BoardCounsel; or (yii) if a Change in Control shall not have occurred: , (i1) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii2) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board or (iii3) if there are no disinterested directors or fewer than three Disinterested Directors or, if the disinterested directors such 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 as advised by Independent Counsel. The Corporation will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification or to be held harmless or exonerated, including a copy description of Independent Counsel’s written opinion shall any reason or basis for which indemnification or the right to be delivered to Indemnitee and, if held harmless or exonerated has been denied. If it is so determined that Indemnitee is entitled to indemnificationindemnification or to be held harmless or exonerated, payment to Indemnitee shall be made within thirty (30) 30 days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnificationindemnification or to be held harmless or exonerated, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnificationindemnification or to be held harmless or be exonerated) and the Company Corporation hereby indemnifies indemnifies, holds harmless and agrees to hold exonerates Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty forty-five (3045) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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. 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Articles, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (iiquorum of the Board, xi) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or (iiiquorum of the Board, xii) if there are no disinterested directors Disinterested Directors or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (iv) by vote of the shareholders by ordinary resolution. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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] [if a Change in Control shall not have occurred]: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determinationdetermination and any future amounts due to Indemnitee shall be paid in accordance with this Agreement. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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; provided that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, (i) by Independent Counsel in a written opinion to the BoardBoard or (ii) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even though less than a quorum; or (y) if a Change in of Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested such directors designated by a majority vote of the disinterested such directors, even though less than a quorum; or (iii) if there are no disinterested directors Disinterested Directors or if the disinterested such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee, or (iv) if so directed by the Board, by vote of the stockholders. The Company promptly will advise Indemnitee andin 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such A determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board; or (iv) if so directed by the Board, by the stockholders of the Company. 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a12(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Managers, even though less than a quorum; quorum of the Board, (iiB) by a committee of disinterested directors Disinterested Managers designated by a majority vote of the disinterested directorsDisinterested Managers, even though less than a quorum; quorum of the Board, or (iiiC) if there are no disinterested directors or if the disinterested directors so directsuch Disinterested Managers, 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee and, if Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably Expenses incurred by or on behalf of Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 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 basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) 11.1. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a)10.1, a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xa) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yb) if a Change in Control shall not have occurred: , (i) by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, (ii) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors (provided there is a minimum of three Disinterested Directors), even though less than a quorum; quorum of the Board, or (iii) if there are no disinterested directors or less than three Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) ten business days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in Person making such determination with respect to Indemnitee’s entitlement to indemnification, including including, without limitation, providing to such counsel or the Company, Person 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, provided, that nothing contained in this Agreement shall require Indemnitee to waive any privilege Indemnitee may have. Any out-of-pocket costs or expenses (including including, without limitation, reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and to the extent not otherwise provided pursuant to the terms of this Agreement, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors Disinterested Directors or if the disinterested such directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members a copy of which shall be delivered to Indemnitee, or (iv) with the Indemnitee’s prior written consent, by vote of the Board who are not parties stockholders; provided, however, that if a Change in Control shall have occurred, then, at the election of Indemnitee, the determination with respect to the action, suit or proceeding in respect of which Indemnitee’s entitlement to indemnification is sought. In the case that such determination is shall be made by Independent Counsel. The Company promptly will advise Indemnitee in writing with respect to any determination Indemnitee is or is not entitled to indemnification, including a copy description of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if 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 thirty ten (3010) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies agrees to indemnify and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such A determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case shall be made by the Company and, if but only if required by applicable law, one of the following methods, which shall be at the election of Indemnitee: (x1) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or Board of Directors, a copy of which shall be delivered to Indemnitee, (y) if a Change in Control shall not have occurred: (i2) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (ii3) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to quorum of 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 Independent Counsel’s written opinion shall be delivered to Indemnitee ; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty five (305) business days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ and experts’ fees and disbursements) actually and paid or incurred or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) ), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. For the sake of clarity, no determination of entitlement shall be required to the extent that Indemnitee is successful, on the merits or otherwise (including by dismissal with or without prejudice), in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Upon written request by Indemnitee for indemnification pursuant to Section 9(a)indemnification, a determination, if such determination is required by applicable law, with respect to the Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case as follows: (1) by one a majority of Disinterested Directors, even though less than a quorum, or (2) by a committee of Disinterested Directors designated by majority vote of the following methods: Disinterested Directors, even though less than a quorum, or (x3) if a Change in Control shall have occurredthere are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel Counsel, in a written opinion to the Board; or , a copy of which shall be delivered to Indemnitee, (y4) if a Change in Control shall not have occurred: (i) majority of the Disinterested Directors so directs, by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote stockholders of the disinterested directorsCompany, even though less than a quorum; or (iii5) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in shall have occurred a written opinion Reorganization Event within two years prior to the Board. For purposes hereof, disinterested directors are those members date of the Board who are not parties to commencement of the action, suit or proceeding in respect of Proceeding for which indemnification is sought. In the case that such determination is made claimed, by an Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determinationCounsel selected by Indemnitee. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 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 basis for which indemnification has been denied.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such A determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; , a copy of which shall be delivered to Indemnitee or (yii) if a Change in Control shall not have occurred: , at the election of the Board, (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Company’s board of directors, (iiB) by a committee of disinterested directors Disinterested Directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Company’s board of directors or (iiiC) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereofCompany’s board of directors, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect a copy of which indemnification is soughtshall be delivered to Indemnitee. In Unless the case that such determination is made by Independent Counsel, the Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a copy description of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if 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 thirty ten (3010) days after such determination. , Indemnitee shall reasonably cooperate with the Independent Counsel Person or the Company, as applicable, in Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel Person or the Company, Persons 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel Person or the Company Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawthe Applicable Law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty sixty (3060) days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the disinterested directors, Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the disinterested directors, Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a A determination, if such determination is required by applicable lawlaw and the Amended and Restated Memorandum and Articles of Association, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (xi) if a no Change in Control shall have has occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (ix) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, (iiy) by a committee of disinterested directors designated by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; quorum of the Board, or (iiiz) if there are no disinterested directors Disinterested Directors, or if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee; or (ii) 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. The Company promptly will advise Indemnitee andin 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 thirty (30) 10 days after such determination. Indemnitee shall reasonably cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses Expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement 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, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or 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 out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder thereto shall be made in the specific case by one (1) a majority vote of the following methods: directors not party to the action, suit or proceeding (xthe “disinterested directors”) if or (2) a Change committee of the disinterested directors designated by majority vote of all disinterested directors, whichever the Board selects in Control its sole discretion. Such determination shall have occurred, by Independent Counsel be submitted in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel disinterested directors or the Company, as applicable, in committee thereof making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, 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 out-of-pocket reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel disinterested directors or the Company committee thereof shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a10(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s 's entitlement to indemnification hereunder thereto shall be made in the specific case by one of the following methodscase: (xi) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (yii) if a Change in Control shall not have occurred: , (iA) by a majority vote of the disinterested directorsDisinterested Directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote quorum of the disinterested directorsBoard, even though less than a quorum; or (iiiB) if there are no disinterested directors or such Disinterested Directors or, if the disinterested directors such 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 Independent Counsel’s written opinion which shall be delivered to Indemnitee Indemnitee, or (C) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty ten (3010) days after such determination. Indemnitee shall cooperate with the Independent Counsel person, persons or the Company, as applicable, in entity making such determination with respect to Indemnitee’s 's entitlement to indemnification, including providing to such counsel person, persons or the Company, 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 out-of-pocket costs or expenses (including reasonable attorneys’ ' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel person, persons or the Company entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s 's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.