Common use of Allowance for Compliance with SEC Requirements Clause in Contracts

Allowance for Compliance with SEC Requirements. The Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 "Act”") is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby acknowledges and agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any capital stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such capital stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”) is against public policy as expressed in the 1933 Securities Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Indemnification Agreement for the Corporation Company to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities under the Securities Act (other than the payment by the Corporation Company of expenses incurred or paid by a director of or officer of the Corporation Company in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Indemnification Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “"1933 Act”") is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 "Act”) "), is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby acknowledges and agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any capital stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such capital stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”") is against public policy as expressed in the 1933 Securities Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Indemnification Agreement for the Corporation Company to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities under the Securities Act (other than the payment by the Corporation Company of expenses incurred or paid by a director of or officer of the Corporation Company in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Indemnification Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee ----------------------------------------------- acknowledges that the Securities and Exchange Commission (“the "SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 "Act”") is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby acknowledges and agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock shares or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer Director or Executive Officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock Shares or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Securities Act”) is against public policy as expressed in the 1933 Securities Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation Company to have undertaken or to undertake with the SEC in connection with the registration for sale issuance of any stock shares or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Company of expenses incurred or paid by a director of or officer of the Corporation Company in the successful defense of any action, suit or proceeding) is asserted in connection with such stock shares or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it the Company is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) , is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it he or she will not be a breach of this Agreement for the Corporation Company to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Company of expenses incurred or paid by a director of officer director, officer, agent, employee, or other representative of the Corporation Enterprise in the successful defense of any action, suit or proceedingProceeding) is asserted in connection with such stock or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Person acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Act”) "SECURITIES ACT"), is against public policy as expressed in the 1933 Securities Act and, is therefore, unenforceable. The Indemnified Party Person hereby agrees that it will not be a breach of this Agreement for the Corporation Avalon to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Avalon from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Avalon of expenses incurred or paid by a director director, officer, employee, agent or fiduciary of officer of the Corporation Avalon in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation Avalon will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Person further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Person acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”) ), is against public policy as expressed in the 1933 Securities Act and, is therefore, unenforceable. The Indemnified Party Person hereby agrees that it will not be a breach of this Agreement for the Corporation Double-Take to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Double-Take from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Double-Take of expenses incurred or paid by a director director, officer, employee, agent or fiduciary of officer of the Corporation Double-Take in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation Double-Take will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Person further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 "Act”) "), as amended, is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer Director or Officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement. 10.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 "Act”) "), as amended, is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.such

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 "Act”) "), is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of officer Director [Executive Officer] of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its legal counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Person acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”) ), is against public policy as expressed in the 1933 Securities Act and, is therefore, unenforceable. The Indemnified Party Person hereby agrees that it will not be a breach of this Agreement for the Corporation APEI to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation APEI from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation APEI of expenses incurred or paid by a director director, officer, employee, agent or fiduciary of officer of the Corporation APEI in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation APEI will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Person further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation Company to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Company of expenses Expenses incurred or paid by a director of or officer of the Corporation Company in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “"1933 Act”") is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from for liabilities under the Securities Act of 1933 (the “1933 "Act”") is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee each hereby agrees acknowledge and agree that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock shares or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceedingProceeding) is asserted in connection with such stock shares or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees agree that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) ), as amended, is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Director acknowledges that the Securities and Exchange Commission (“SECCommission”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Director hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question questions of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Director further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the U.S. Securities and Exchange Commission (the “SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the U.S. Securities Act of 1933 1933, as amended (including the rules promulgated thereunder, the “1933 Securities Act”) ), is against public policy as expressed in the 1933 Securities Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities under the Securities Act (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Securities Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 "Act”") is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee hereby acknowledges and agrees that it will not be a breach of this Agreement for the Corporation to undertake with the SEC Commission in connection with the registration for sale of any stock Shares or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceeding) is asserted in connection with such stock Shares or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“"SEC”") has expressed the opinion that indemnification of directors and officers from for liabilities under the Securities Act of 1933 (the “1933 Act”"ACT") is against public policy as expressed in the 1933 Act andand is, is therefore, unenforceable. The Indemnified Party Indemnitee each hereby agrees acknowledge and agree that it will not be a breach of this Agreement for the Corporation to undertake with the SEC in connection with the registration for sale of any stock shares or other securities of the Corporation from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director of or officer of the Corporation in the successful defense of any action, suit or proceedingProceeding) is asserted in connection with such stock shares or other securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees agree that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.

Allowance for Compliance with SEC Requirements. The Indemnified Party Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”) has expressed the opinion that indemnification of directors and officers from liabilities under the Securities Act of 1933 (the “1933 Act”) , is against public policy as expressed in the 1933 Act and, is therefore, unenforceable. The Indemnified Party Indemnitee hereby agrees that it he or she will not be a breach of this Agreement for the Corporation Company to undertake with the SEC in connection with the registration for sale of any stock or other securities of the Corporation Company from time to time that, in the event a claim for indemnification against such liabilities (other than the payment by the Corporation Company of expenses incurred or paid by a director of officer director, officer, agent, employee, or other representative of the Corporation Enterprise in the successful defense of any action, suit or proceedingProceeding) is asserted in connection with such stock or other securities being registered, the Corporation Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. The Indemnified Party Indemnitee further agrees that such submission to a court of competent jurisdiction shall not be a breach of this Agreement.