Common use of Claims Initiated by Indemnitee Clause in Contracts

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit proceedings specifically authorized by the Board or proceeding brought to establish or enforce a right to indemnification (which shall and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.;

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), Indemnitee unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Company in specific cases if its Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section Sections 6(b) and 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCorporation or the Proceeding was commenced following a Change of Control.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereof) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was brought to enforce a right to indemnification under this Agreement and except with respect to a proceeding (or part thereof) authorized or consented to by the Board board of Directors directors of the Corporation.Company; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), any other agreement, any insurance policy, the Articles, the By-laws, any law or otherwise, unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationBoard.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or any proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or a proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporationsuch suit.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit Proceedings initiated or proceeding (or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under applicable laws, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by IndemniteeIndemnitee without the consent or authorization of the Board of Directors of the Company or Holdco, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with With respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except as expressly contemplated by this Agreement, with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b8(c) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee in connection with respect to an action, suit or proceeding (or part thereof) any Proceeding initiated by IndemniteeIndemnitee unless the Company has joined in, except with respect or the Board has consented to, the initiation of such Proceeding, or the Proceeding is one to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of rights under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.;

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Bank in specific cases if the Board has approved the initiation or bringing of Directors of the Corporationsuch Proceeding.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 8, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b)) or advancement of this Agreement)expenses, unless such action, suit or proceeding Action (or part thereof) was authorized or consented to by the Board of Directors of the CorporationDirectors.

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of this Agreement)Expenses, unless such action, suit or proceeding Action (or part thereof) was authorized by, consented to, or consented to ratified by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any applicable statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated voluntarily by Indemnitee, Indemnitee (except with respect to any compulsory counterclaim brought by Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationDirectors.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit (a) proceedings specifically authorized by the Board or proceeding (b) (subject to the provisions of Section 6.2 and Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification (which shall be governed by the provisions and/or advancement of Section 8(b) of expenses arising under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors charter documents of the Corporation.Company or any subsidiary or any statute or law; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.Managers finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board has approved the initiation or bringing of Directors of the Corporationsuch Proceeding.

Claims Initiated by Indemnitee. To indemnify indemnify, provide Contribution or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317 of the CGCL, but such indemnification, Contribution or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding brought proceedings to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Amended Memorandum and Articles of Association now or hereafter in effect relating to Claims for Indemnification Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Charter now or hereafter in effect relating to Claims for Indemnification events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such Claim; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification pursuant to Section 5(b) (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereofof a proceeding) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit a proceeding (or proceeding part of a proceeding) brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of under this Agreement), unless such action, suit Agreement or proceeding (or part thereof) was as authorized or consented to by the Board board of Directors directors of the Corporation.Company; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with With respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Claim (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Claim brought to establish or enforce a right to indemnification (which shall will be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be governed provided by the provisions Company in specific cases if a majority of Section 8(b) the disinterested members of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationBoard.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Chapter 78, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defence, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Corporation in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding any Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCorporation or the Proceeding was commenced following a Change of Control.

Claims Initiated by Indemnitee. To indemnify or advance reimburse expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; (b)

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as 908202v1 5 Exhibit 10.1 required under the Law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.Company has approved the initiation or bringing of such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemnitee, including those brought against the Bank or its directors, officers, employees, agents or other indemnitees, and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Bank in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.; (b)

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit (a) proceedings specifically authorized by the Board or proceeding (b) (subject to the provisions of Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification (which shall be governed by the provisions and/or advancement of Section 8(b) of expenses arising under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors charter documents of the Corporation.Company or any subsidiary or any statute or law; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under the Code, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Corporation in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an actionactions, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any applicable law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under ss. 78.7502 of the NRS, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b11(c) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.Company;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section Sections 6(b) and 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany or the Proceeding was commenced following a Change in Control.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defence, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Part 5, Division 5 of Act, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b8(d) of this Agreement)hereof, unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or a proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), or unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed voluntarily by the provisions Indemnitee and not by way of Section 8(b) of this Agreement)defense, unless (i) such actionindemnification is expressly required to be made by law, suit or (ii) the proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationBoard.

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit Proceedings or proceeding (claims or part thereof) counterclaims initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporationfinds it to be appropriate.

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in Specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or under any other applicable law, statute or rule, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.Company;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated voluntarily by Indemnitee, except with respect to any compulsory counterclaim brought by Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding any Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), or unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings of claims initiated or proceeding (or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this agreement or any other statute or law or as otherwise required under the Statute; but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporationfinds it to be appropriate.

Claims Initiated by Indemnitee. To indemnify or advance expenses to ------------------------------ Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under applicable law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, Indemnitee (except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(bas provided in Sections 5(c) of this Agreementand 5(e) herein), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) ), however denominated, initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding brought proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company's Amended Memorandum and Articles of Association now or hereafter in effect relating to Claims for indemnification Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, provided that such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereofof a proceeding) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit a proceeding (or proceeding part of a proceeding) brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of under this Agreement), unless such action, suit Agreement or proceeding (or part thereof) was as authorized or consented to by the Board board of Directors directors of the Corporation.LP; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall as provided in Section 14 hereto, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under § 78.7502 of the NRS, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit suit, proceeding or proceeding alternative dispute resolution process (or part thereof) initiated by Indemnitee, except with respect to an action, suit suit, proceeding or proceeding alternative dispute resolution process brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b9(b) of this Agreement), unless such action, suit suit, proceeding or proceeding alternative dispute resolution process (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Claims Initiated by Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Memorandum of Association or Articles of Association now or hereafter in effect relating to Claims for Indemnification Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board has approved the initiation or bringing of Directors of the Corporation.such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an any action, suit or proceeding (or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an any action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 8(b) of this Agreementhereof), unless but such action, suit indemnification or proceeding (or part thereof) was authorized or consented to advancement of expenses may be provided by the Board Company in specific cases if the Company’s board of Directors of the Corporation.directors finds it to be appropriate;

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except (i) with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law, (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of such proceedings or claims or (iii) as otherwise required under Section 145 of the Corporation.Delaware General Corporation Law;

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under applicable law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of this Agreement)Expenses, unless such action, suit or proceeding Action (or part thereof) was authorized by, consented to, or consented to ratified by the Board of Directors of the CorporationDirectors.

Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Memorandum and Articles of Association now or hereafter in effect relating to Claims for Indemnifiable Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such Claim;

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding brought proceedings to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's Amended Memorandum and Articles of Association now or hereafter in effect relating to Claims for Indemnification Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such Claim;