Common use of Entitlement to Indemnification Clause in Contracts

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below); and (b) in the case of a criminal Proceeding, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conduct. 2.2 This indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made to the Indemnified Party under a valid and enforceable Policy (notwithstanding the foregoing, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); or (g) Expenses or claims arising out of the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service as an officer or director of a Related Entity.

Entitlement to Indemnification. 2.1 3.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a the view to the best interests of the Corporation or Related Entity (other entity described in Section 3.3, as defined below)applicable; and (b) in the case of a criminal Proceedingor administrative action or Proceeding that is enforced by a monetary penalty, the Indemnified Party party had reasonable grounds for believing that the Indemnified Party’s his conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conduct. 2.2 3.2 This indemnity will not apply to to: (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary other entity described in Section 3.3, as applicable, except for claims relating to the enforcement of this Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below)other entity described in Section 3.3, as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding; , and (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's ’s violation of applicable securities or other laws; (d) any amount in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to . To the extent the Indemnified Party prior court or other approval is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, required in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without connection with any written indemnification obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made to the Indemnified Party under a valid and enforceable Policy (notwithstanding the foregoing, this subsection cannot be relied upon by of the Corporation with respect to denying any subrogation claim commenced against hereunder, the Corporation by an insurer seeking recovery from will seek and use all reasonable efforts to obtain that approval as soon as reasonably possible in the Corporation of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); or (g) Expenses or claims arising out of the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiariescircumstances. 2.3 3.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of to his or her service as at the Corporation’s request as: (a) an officer or director of another corporation; or (b) a Related Entitysimilar role with another entity, including a partnership, trust, joint venture or other unincorporated entity. 3.4 In respect of a Proceeding by or on behalf of the Corporation or other entity described in Section 3.3, as applicable, to procure a judgment in its favour to which the Indemnified Party is made a party because of the Indemnified Party’s association with the Corporation or other entity described in Section 3.3, as applicable, the Corporation shall, at the Indemnified Party’s request and at the Corporation’s cost, promptly make an application for approval of a court of competent jurisdiction to indemnify the Indemnified Party against all Losses in connection with such Proceeding.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, ; and (c) in the event that case of claims by the Corporation for the forfeiture or recovery by the Corporation of bonuses or other compensation received by the Indemnified Party becomes subject to a Proceeding as a result of from the Corporation or Related Entity operating in violation of US federal lawsCorporation, the rights provided to (i) the Indemnified Party hereunder will apply irrespective did not violate applicable laws related to the forfeiture and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect forfeiture or recovery of bonuses or other compensation received by the Indemnified Party’s belief of the lawfulness of Party from the Corporation’s conduct. 2.2 This Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount . 2.3 The indemnities in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made also apply to the Indemnified Party under a valid and enforceable Policy in respect of his service at the Corporation’s request as (notwithstanding the foregoinga) an officer, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation director or employee of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party)another corporation; or (gb) Expenses a similar role with another entity, including a partnership, trust, joint venture or claims arising out other unincorporated entity. For the avoidance of doubt, the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer officer, director or director employee of, or a similar role with, any subsidiary of the Corporation. 2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Expenses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before an arbitrator in accordance with Section 12 or, if required, a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his or her conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, ; and (c) in the event that case of claims by the Corporation for the repayment by the Indemnified Party becomes subject to a Proceeding as a result of or recovery by the Corporation of bonuses or Related Entity operating in violation of US federal laws, the rights provided to other compensation received by the Indemnified Party hereunder will apply irrespective of from the Corporation, (i) the Indemnified Party’s belief Party did not violate applicable laws related to repayment by the Indemnified Party and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the lawfulness Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect repayment or recovery of bonuses or other compensation received by the Indemnified Party from the Corporation’s conduct. 2.2 This Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary subsidiary, except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity (except by way of defence in the case of claims against the Corporation or its officers, directors and employees) unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount . 2.3 The indemnities in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made also apply to the Indemnified Party under a valid and enforceable Policy in respect of his or her service at the Corporation’s request as (notwithstanding the foregoinga) an officer, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation director or employee of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); another corporation or (gb) Expenses a similar role with another entity, including a partnership, trust, employee benefit plan, joint venture or claims arising out other unincorporated entity. For the avoidance of doubt, the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer officer, director or director employee of, or a similar role with, any subsidiary of the Corporation, and to the Indemnified Party’s Expenses relating to recovery under any Policy (as defined below). 2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the Expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Losses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before an arbitrator in accordance with Section 12 or, if required, a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances. For certainty, the Corporation will continue to indemnify the Indemnified Party until a Final Judgment or Award on the Indemnified Party’s entitlement to be indemnified or the reasonableness of the claim has been obtained. 2.6 The Indemnified Party will repay any amount paid hereunder if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at the prime rate prescribed from time to time by Royal Bank of Canada.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his or her conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, ; and (c) in the event that case of claims by the Corporation for the forfeiture or recovery by the Corporation of bonuses or other compensation received by the Indemnified Party becomes subject to a Proceeding as a result of from the Corporation or Related Entity operating in violation of US federal lawsCorporation, the rights provided to (i) the Indemnified Party hereunder will apply irrespective did not violate applicable laws related to the forfeiture and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect forfeiture or recovery of bonuses or other compensation received by the Indemnified Party’s belief of the lawfulness of Party from the Corporation’s conduct. 2.2 This Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount . 2.3 The indemnities in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made also apply to the Indemnified Party under in respect of his or her service at the Corporation’s request as (a) an officer, director or employee of another corporation, (b) as the managing director of a valid and enforceable Policy (notwithstanding the foregoingGerman limited liability company, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); or (gc) Expenses a similar role with another entity, including a partnership, trust, joint venture or claims arising out other unincorporated entity. For the avoidance of doubt, the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer officer, managing director, director or director employee of, or a similar role with, any subsidiary of the Corporation. 2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Expenses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before an arbitrator in accordance with Section 12 or, if required, a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances. For certainty, the Corporation will continue to indemnify the Indemnified Party until a Final Judgment or Award on the Indemnified Party’s entitlement to be indemnified or the reasonableness of the claim has been obtained. 2.6 The Indemnified Party will repay any amount paid hereunder if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at The Wall Street Journal Prime Rate as from time-to time in effect until such amount is repaid.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his or her conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, ; and (c) in the event that case of claims by the Corporation for the forfeiture or recovery by the Corporation of bonuses or other compensation received by the Indemnified Party becomes subject to a Proceeding as a result of from the Corporation or Related Entity operating in violation of US federal lawsCorporation, the rights provided to (i) the Indemnified Party hereunder will apply irrespective did not violate applicable laws related to the forfeiture and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect forfeiture or recovery of bonuses or other compensation received by the Indemnified Party’s belief of the lawfulness of Party from the Corporation’s conduct. 2.2 This Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount . 2.3 The indemnities in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made also apply to the Indemnified Party under a valid and enforceable Policy in respect of his or her service at the Corporation’s request as (notwithstanding the foregoinga) an officer, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation director or employee of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); another corporation or (gb) Expenses a similar role with another entity, including a partnership, trust, joint venture or claims arising out other unincorporated entity. For the avoidance of doubt, the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer officer, director or director employee of, or a similar role with, any subsidiary of the Corporation. 2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Expenses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before an arbitrator in accordance with Section 12 or, if required, a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances. For certainty, the Corporation will continue to indemnify the Indemnified Party until a Final Judgment or Award on the Indemnified Party’s entitlement to be indemnified or the reasonableness of the claim has been obtained. 2.6 The Indemnified Party will repay any amount paid hereunder if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at the prime rate prescribed from time to time by the Royal Bank of Canada.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his or her conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conduct. 2.2 This indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; and (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's ’s violation of applicable securities or other laws; (d) any amount in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made to the Indemnified Party under a valid and enforceable Policy (notwithstanding the foregoing, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); or (g) Expenses or claims arising out of the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as (a) an officer or director of another corporation or (b) a similar role with another entity, including a partnership, trust, joint venture or other unincorporated entity. For the avoidance of doubt, the indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer or director of, or similar role with, any subsidiary of the Corporation. 2.4 If prior court approval is required under applicable law in connection with any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation believes to be reasonable in the circumstances, acting reasonably and assuming the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment determining the question of entitlement to indemnification as soon as reasonably possible in the circumstances. The Corporation will continue to indemnify the Indemnified Party, including payment of all reasonable expenses of the Indemnified Party in connection with the approval proceeding, until a Final Judgment on the Indemnified Party’s entitlement to be indemnified has been obtained. 2.6 The Indemnified Party will repay any amount paid hereunder if it is determined by a court of competent jurisdiction in a Final Judgment that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at the prime rate prescribed from time to time by the Royal Bank of Canada.

Entitlement to Indemnification. 2.1 2.1.1 The rights provided Company shall indemnify and hold harmless the Officer and hold the Officer harmless against: a. any financial losses or Damages incurred by the Officer; and b. any Expense reasonably paid or incurred by the Officer in connection with any Proceeding, c. any claims of contribution which may be brought by officers, directors or employees of the Company, other than the Officer, who may be jointly liable with the Officer. in each case to an Indemnified Party hereunder willthe extent this relates to the Officer’s current (or former) position as Non-Executive Director of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company (“Corporate Status”) and to the extent permitted by applicable law. 2.1.2 The right to indemnification conferred in Article 2.1.1 shall continue as to the Officer who has ceased to hold office as Non-Executive Director and shall inure to the benefit of the Officer’s heirs, executors and administrators, subject always to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below); and (b) in the case of a criminal Proceeding, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conductArticle 3. 2.2 This indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or 2.1.3 Notwithstanding any subsidiary except for claims relating to the enforcement other provision of this Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment the Officer is, by reason of their Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which the Officer is not a party, they shall be indemnified against all Expenses actually made to the Indemnified Party under a valid and enforceable Policy (notwithstanding the foregoing, reasonably incurred by him or on his behalf in connection therewith. 2.1.4 The rights of indemnification as provided by this subsection canAgreement shall not be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation deemed exclusive of any payment paid by such insurerother rights to which the Officer may at any time be entitled under applicable law, pursuant to a Policy, to the Indemnified Party); or (g) Expenses or claims arising out governing documents of the Indemnified Party’s breach Company, any agreement, a vote of shareholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any employment agreement with provision hereof shall limit or restrict any right of the Corporation or any of its subsidiaries. 2.3 The indemnities in Officer under this Agreement also apply to an Indemnified Party in respect of his any action taken or her service as an officer omitted by such the Officer in their Corporate Status prior to such amendment, alteration or director repeal. To the extent that a change in the law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the governing documents of a Related Entitythe Company and this Agreement, it is the intent of the parties hereto that Officer shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below)other entity described in Section 2.3; and (b) in the case of a criminal Proceedingor administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s his or her conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, ; and (c) in the event that case of claims by the Corporation or any subsidiary or affiliate of the Corporation for the forfeiture or recovery by the Corporation or any subsidiary or affiliate of the Corporation of bonuses or other compensation received by the Indemnified Party becomes subject from the Corporation, (i) the Indemnified Party did not violate applicable laws related to a Proceeding as a result the forfeiture and recovery by the Corporation or any subsidiary or affiliate of the Corporation of bonuses or Related Entity operating other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation or any subsidiary or affiliate of the Corporation, as applicable, is entitled, in violation accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect forfeiture or recovery of US federal laws, the rights provided to bonuses or other compensation received by the Indemnified Party hereunder will apply irrespective of from the Indemnified Party’s belief of the lawfulness Corporation or any subsidiary or affiliate of the Corporation’s conduct, as applicable. 2.2 This Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary or affiliate of the Corporation except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount . 2.3 The indemnities in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made also apply to the Indemnified Party under a valid and enforceable Policy in respect of his or her service at the Corporation’s request as (notwithstanding the foregoinga) an officer, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation director or employee of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party)another corporation; or (gb) Expenses a similar role with another entity, including a partnership, trust, joint venture or claims arising out other unincorporated entity. For the avoidance of doubt, the Indemnified Party’s breach of any employment agreement with the Corporation or any of its subsidiaries. 2.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer officer, director or director employee of, or a similar role with, any subsidiary of the Corporation. 2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same. 2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Expenses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will: (i) promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and (ii) bring the matter before an arbitrator in accordance with Section 12 or, if required, a Related Entitycourt of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances. For certainty, the Corporation will continue to indemnify the Indemnified Party until a Final Judgment or Award on the Indemnified Party’s entitlement to be indemnified or the reasonableness of the claim has been obtained. 2.6 The Indemnified Party will repay any amount paid hereunder if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at the prime rate prescribed from time to time by the Royal Bank of Canada.