Common use of Exclusions Clause in Contracts

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (c) in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (d) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (ce) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dg) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, Indemnitee in the case connection with any Proceeding (or any part of (a) and (c), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy obtained by the Company policy, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policy; paid, subject to any subrogation rights set forth in Section 13; (b) for an a disgorgement or accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Indemnitor or its directorsDirectors, officers, employees employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or any the relevant part of any Proceeding) prior to its initiation, ; (ii) the Company Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Indemnitor under applicable law or law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); oror (iv) otherwise required by applicable law; (d) if a final final, non-appealable decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful; or (e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; (iiid) such Proceeding is being brought by Indemnitee to assertfor any Expenses, interpret or enforce judgments, liabilities, fines, penalties and amounts paid in settlement resulting from Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, conduct which is finally adjudged to have initiated been willful misconduct, knowingly fraudulent or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)deliberately dishonest; or (de) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall finally determine that such any indemnification hereunder is not lawfulunlawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) for an accounting of profits made from to the purchase extent that Indemnitee is indemnified and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawactually paid other than pursuant to this Agreement; (c) except subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as provided to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in Section 12(da decision from which there is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one any director or officer of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directorsany other party, officers, employees or other indemniteesand not by way of defense, unless (i) the Company has joined in or the Board authorized of Directors has consented to the initiation of such Proceeding; or (ii) the Proceeding (is one to enforce indemnification rights under this Agreement or any part applicable law; (e) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him by reason of any Proceedingalleged dishonesty on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) prior to its initiationacts of active and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (g) arising out of Indemnitee’s rights under this Agreement breach of an employment agreement with the Company (for if any) or any other agreement with the avoidance Company or any of doubtits subsidiaries, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (dh) if a final decision by a court having jurisdiction in arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or gain on disposition of shares, options or restricted shares of the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (d) for an accounting a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (ce) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (g) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (dh) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) for an accounting of profits made from to the purchase extent that Indemnitee is indemnified and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawactually paid other than pursuant to this Agreement; (c) except subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as provided to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in Section 12(da decision from which there is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one any director or officer of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directorsany other party, officers, employees or other indemniteesand not by way of defense, unless (i) the Company has joined in or the Board authorized of Directors has consented to the initiation of such Proceeding; or (ii) the Proceeding (is one to enforce indemnification rights under this Agreement or any part applicable law; (e) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him/her by reason of any Proceedingalleged dishonesty on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) prior to its initiationacts of active and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (g) arising out of Indemnitee’s rights under this Agreement breach of an employment agreement with the Company (for if any) or any other agreement with the avoidance Company or any of doubtits subsidiaries, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (dh) if a final decision by a court having jurisdiction in arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or gain on disposition of shares, options or restricted shares of the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for amounts otherwise indemnifiable by the Corporation hereunder as to which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by policy, constituent document, contract or otherwise (other than pursuant to this Agreement), but only to the Company except with respect to any excess beyond the amount paid under extent of such insurance policypayments actually made; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) 16b of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d13(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnification, advance expenses or hold harmless Indemnitee, or, payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnificationindemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, as otherwise provided in Sections 14(f)-(g) hereof. Indemnitee shall not be deemed, for purposes of this subsectionparagraph, to have initiated any Proceeding (or brought any claim part of a Proceeding) by reason of (Ai) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bii) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity or advancement provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, as otherwise provided in Sections 14(f)-(g) hereof. Indemnitee shall not be deemed, for purposes of this subsectionparagraph, to have initiated any Proceeding (or brought any claim part of a Proceeding) by reason of (Ai) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bii) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or make any indemnification, advance of expenses, hold harmless Indemnitee, or, or exoneration payment in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company policy, contract, agreement or other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;; or (c) except as otherwise provided in Section 12(dSections 14(f)-(g) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, advance of expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, law. Indemnitee shall not be deemed, for purposes seek payments or advances from the Company only to the extent such payments or advances are unavailable from any insurance policy of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by the Company covering Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one or of more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Corporation shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (ai) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCorporation; (bii) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certificate of Incorporation, By-Laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (iii) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled; (iv) for an accounting any claim by or on behalf of the Corporation for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (v) for which the conduct of the Indemnified Representative has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding; or (vi) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteehereunder with respect to: (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policybest interest of the Company; (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common lawjudgment; (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulform attached hereto as Exhibit 1 and incorporated by reference herein.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) subject to Section 14(c) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to make any indemnity or advancement for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or any related Expenses; (c) to make any indemnity or advancement that is prohibited by applicable law; (d) to make any indemnity or advancement for claims initiated or brought by Indemnitee (including in defending any affirmative defenses or counterclaims brought or made in connection with a claim initiated by Indemnitee) or any related Expenses, except as provided (i) with respect to proceedings brought to establish or enforce a right to receive Enforcement Expenses or indemnification under this Agreement or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification or advancement (which shall be governed by Section 12(d13(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation), (ii) if the Board of Directors of the Company provides has approved the indemnificationinitiation or bringing of such claim, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights as otherwise required under this Agreement (for Pennsylvania law. For the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any mandatory counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (de) if to make any indemnity in respect of any issue or matter (or any related Expenses) as to which Indemnitee (i) did not act in good faith and in a final decision by a court having jurisdiction manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or (ii) in the matter case of a criminal proceeding had reasonable cause to believe that is not subject to appeal shall determine that such indemnification is not lawfulhis or her conduct was unlawful.

Exclusions. 8.1. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity, contribution or hold harmless Indemnitee, or, advancement of Expenses in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) except as provided in Section 15.4, for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by of the Company or its Subsidiaries or other indemnity provision of the Company or its Subsidiaries, except with respect to any excess beyond the amount paid under such any insurance policy;, contract, agreement, other indemnity provision or otherwise; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any similar successor statute) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesincluding, such Sponsor Entitywithout limitation, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, other than a Proceeding initiated by Indemnitee to enforce its rights under this Agreement, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnificationindemnification payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (d) for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or any similar successor statute; or (e) for any payment to Indemnitee that is determined to be unlawful by a final judgment or other adjudication of a court or arbitration, arbitral or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing and under the procedures and subject to the presumptions of this Agreement; or (f) in connection with any Proceeding initiated by Indemnitee to enforce its rights under this Agreement if a court of competent jurisdiction determines by final judicial decision that each of the material assertions made by a court having jurisdiction Indemnitee in the matter that is such Proceeding was not subject made in good faith or was frivolous. The exclusion in Section 8.1(c) shall not apply to appeal shall determine that such indemnification is not lawfulcounterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee:hereunder with respect to: ​ (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policy;best interest of the Company; ​ (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common law;judgment; ​ (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: ​ (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; ​ ​ ​ (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he or she was not entitled; or ​ (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (to enforce his or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s her rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. ​ Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.form attached hereto as Exhibit 1 and incorporated by reference herein. ​

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Corporation shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (a1) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCorporation; (b2) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certification of Incorporation, by-laws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (3) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled; (4) for an accounting any claim by or on behalf of the Corporation for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (5) directly attributable to the conduct of the Indemnified Representative that has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding, or (6) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one or of more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by IndemniteeXxxxxxxxxx); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any provision in this AgreementApplicable Document, no indemnification, reimbursement or payment shall be required of the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteehereunder with respect to: (a) for Any claim or any part thereof as to which payment has actually Indemnitee shall have been made determined by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or on behalf of Indemnitee under any insurance policy obtained by failed to act with deliberate intent to cause injury to the Company except or with respect to any excess beyond reckless disregard for the amount paid under such insurance policybest interest of the Company; (b) for an accounting of profits made from the purchase and sale (Any claim or sale and purchase) by Indemnitee of securities of the Company within the meaning of any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or similar provisions of state statutory law or common lawjudgment; (c) except as provided in Section 12(d) of this Agreement, in connection with Any civil money penalty or judgment resulting from any Proceeding (instituted by any federal banking agency, or any part of other liability or legal expense with regard to any Proceedingadministrative proceeding or civil action by any banking agency that results in a final order or settlement pursuant to which Indemnitee: (1) initiated by Indemnitee or, if Indemnitee was nominated to is assessed a civil money penalty; (2) is removed from office or prohibited from participating in the Board by one of more conduct of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part affairs of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees affiliates; (3) is required to cease and desist from taking any affirmative action described under the Federal Deposit Insurance Act or other indemniteesapplicable banking laws with respect to the Company and its affiliates; (d) Any obligation of Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, unless profit or advantage to which he was not entitled; or (e) Any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s his rights under this Agreement or (for the avoidance ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding. Nothing in this Section 10 shall eliminate or diminish Company’s obligations to advance that portion of doubt, Indemnitee shall not be deemed, for purposes Indemnitee’s Expenses which represent attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Section 3 of this subsection, Agreement; subject however to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated the undertaking by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulform attached hereto as Exhibit 1 and incorporated by reference herein.

Exclusions. Notwithstanding any provision in this Agreement, the Company Lessee shall not be obligated under this Agreement required to indemnify or hold harmless Indemnitee, or, in the case of (apay any indemnity pursuant to Section 9(a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond of the amount paid following: (i) any Tax to the extent attributable solely to an event or circumstance occurring prior to the Delivery Date; (ii) any Tax imposed as a result of a voluntary transfer, assignment or other disposition by Lessor of the Aircraft or the Lease unless such transfer, assignment or other disposition shall occur (x) at any time when an Event of Default under such insurance policy; (b) for an accounting of profits made from the purchase Lease shall have occurred and sale be continuing (or sale and purchasewould be continuing but for the exercise of remedies), or (y) by Indemnitee in connection or as a result of securities with any termination of the Company within Lease; (iii) any Tax to the meaning extent attributable solely to any event, circumstance or period of time that occurs after the Aircraft has been redelivered to Lessor pursuant to Section 16(b12 hereof (under circumstances not involving a repossession pursuant to Section 13(b) hereof) unless any such act or event shall itself result from or be attributable to an act or omission of Lessee which occurred prior to or concurrently with the redelivery of the Exchange Act Aircraft and the discharge of Lessee's obligations under the Lease; and (iv) any Tax that is imposed by any state or similar provisions local government or taxing authority in the United States and that is imposed on or measured by the gross or net income, gross or net receipts, capital or net worth of state statutory law an Indemnitee; provided that the exclusion described in this subparagraph (iv) shall not apply to (A) Taxes that are or common law; are in the nature of sales, use, rental, value-added, license, excise or property Taxes, or (cB) except any Tax to the extent incurred by such Indemnitee as provided in Section 12(da result of (1) the use or location of this Agreement, in connection with the Aircraft or any Proceeding (Engine or any part of any Proceedingthereof in the jurisdiction imposing the Tax or (2) initiated by Indemnitee orthe situs of organization, if Indemnitee was nominated to the Board by one any place of more business or any activity of Lessee, any affiliate of Lessee or any Person having custody, possession or use of the Sponsor Entities, such Sponsor Entity, including Aircraft or any Proceeding (Engine or any part of any Proceedingthereof through Lessee in the jurisdiction imposing the Tax or (3) initiated by Indemnitee orthe execution, if Indemnitee was nominated to the Board by one delivery, filing, registration, recording or more enforcement of the Sponsor EntitiesLease, such Sponsor Entityor any instrument, against the Company or its directors, officers, employees certificate or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, document executed pursuant to the powers vested Lease, in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for jurisdiction imposing the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulTax.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy, contract, agreement or otherwise; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) to make any indemnity or advancement that is prohibited by applicable law; or (d) to make any indemnity or advancement for claims initiated or brought by Indemnitee (including Expenses incurred by Indemnitee in defending any affirmative defenses or counterclaims brought or made in connection with a claim initiated by Indemnitee), except as provided (i) with respect to proceedings brought to establish or enforce a right (including to receive Expenses, Enforcement Expenses or indemnification) under this Agreement or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification or advancement (which shall be governed by Section 12(d13(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation), (ii) if the Company provides Board has approved the indemnificationinitiation or bringing of such claim, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights as otherwise required under this Agreement (for Delaware law. For the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries or VIEs.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteemake any payment: (a) in connection with any claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(dconnection with a Proceeding by or in the right of the Company in which the Indemnitee was adjudged liable to the Company; (d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated charging improper personal benefit to the Board by one of more of the Sponsor EntitiesIndemnitee, such Sponsor Entity, including any Proceeding (whether or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnificationnot involving action in his official capacity, in its sole discretion, pursuant to which he was adjudged liable on the powers vested in the Company under applicable law or basis that personal benefit was improperly received by him; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatorye) in connection with any claim not initiated by Indemnitee)Indemnitee without the prior written consent or authorization of the Board, provided that this exclusion shall not apply with respect to any claim brought by Indemnitee to enforce any provision of this Agreement, whether by claim, cross claim, or counterclaim in a legal proceeding, arbitration or otherwise where Indemnitee has been successful on the merits or otherwise with respect to such claim; (f) in connection with proceedings or claims involving the enforcement of the provisions of any employment, severance or compensation plan or agreement that Indemnitee may be a party to, or beneficiary of, with the Company or any of its subsidiaries; or (dg) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulconnection with any claim or any part thereof arising out of acts or omissions for which applicable law prohibits indemnification.

Exclusions. Notwithstanding any provision in of this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity or hold harmless Indemnitee, or, advancement of Expenses in the case of (a) and (c), to advance Expenses to connection with any Claim made against Indemnitee: (a) for which a final decision by a court or arbitration body having jurisdiction in the matter shall determine that such indemnification is not lawful; (b) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other provision, except with respect to any excess beyond the amount paid under such any insurance policypolicy or other indemnity provision; (bc) for an accounting the disgorgement of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning in violation of Section 16(b) of the Exchange Act Act, or similar provisions of state statutory law or common law, with respect to transactions not approved or authorized by the Company; (cd) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding Claim (or any part of any ProceedingClaim) initiated by Indemnitee orthe Indemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated Claim by the Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees employees, or other indemniteespersons entitled to be indemnified by the Company, unless (i) the Board authorized Company is expressly required by law to make the Proceeding (or any part of any Proceeding) prior to its initiationindemnification, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested has joined in the Company under applicable law or Claim, (iii) such Proceeding the Claim was authorized or consented to by the Board of Directors of the Company, or (iv) the Claim is being brought by Indemnitee one to assert, interpret or enforce Indemnitee’s rights under this Agreement Agreement; (e) for any Expenses incurred by the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, with respect to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated Claim instituted by Indemnitee to enforce or (B) having interpret this Agreement, if a court of competent jurisdiction determines that the material assertions made any counterclaim (whether permissive by the Indemnitee in such Claim were not made in good faith or mandatory) in connection with any claim not initiated by Indemnitee); orwere frivolous; (df) for amounts, including any related Expenses, that are an excise tax or other penalty under Internal Revenue Code Sections 280G or 4999; (g) to indemnify Indemnitee if a final final, non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful; (h) to indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, or any similar successor statute; or (i) to indemnify Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, as amended, or any similar successor statute.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of the Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dh) arising out of the Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) to the extent that payment is actually made, or for which payment has actually been made is available, to or on behalf of the Indemnitee under an insurance policy, except in respect of any insurance amount in excess of the limits of liability of such policy obtained by the Company except with respect to or any excess beyond the amount paid applicable deductible under such insurance policy;; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (d) if to the extent that payment has been or will be made to the Indemnitee by the Company otherwise than pursuant to this Agreement; or (e) to the extent that there was a final decision adjunction by a court having of competent jurisdiction that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to indemnification under the DGCL as it now exists or may hereafter be amended (but, in the matter that is not subject case of any such amendment, only to appeal shall determine the extent that such amendment permits the Company to provide broader indemnification is not lawfulrights than said law permitted the Company to provide prior to such amendment).

Exclusions. Notwithstanding any provision The prohibition in this Agreement, the Company ‎Section 3.1(a) shall not be obligated under this Agreement apply to indemnify the activities of the Shareholder or hold harmless Indemnitee, or, any of its Group Members in the case of (a) and (c), to advance Expenses to Indemniteeconnection with: (a) for which payment has actually been acquisitions made to as a result of a stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or on behalf of Indemnitee under any insurance policy obtained other like change approved or recommended by the Company except with respect to any excess beyond Board (unless a representative of the amount paid under Incumbent Directors informed the Shareholder in writing that a majority of directors on the Board and/or such insurance policy;committee at the time of such approval or recommendation are not Incumbent Directors); or (b) the exercise of options for an accounting of profits made from the purchase and sale (of Company’s securities held by the Shareholder or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common lawa Permitted Transferee thereof; (c) except as acquisitions made in connection with a transaction or series of related transactions in which the Shareholder or any of its Group Members acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, at the time of the consummation of such acquisition, provided in Section 12(d) of this Agreement, that in connection with any Proceeding (such acquisition, the Shareholder or any part of any Proceeding) initiated by Indemnitee orsuch applicable Group Member, if Indemnitee was nominated to as the Board by one of more of the Sponsor Entitiescase may be, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of either (A) having asserted causes such entity to divest the Equity Securities, Voting Securities or Derivative Instruments, or any affirmative defenses in connection with securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the acquired entity within a claim not initiated by Indemnitee period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition, or (B) having made divests the Equity Securities, Voting Securities or Derivative Instruments, or any counterclaim (whether permissive other securities convertible into, or mandatory) exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the Shareholder and its Affiliates, in connection an amount so that the Shareholder and its Affiliates, together with any claim not initiated by Indemnitee); or (d) if such acquired business entity, shall not, acting alone or as part of a final decision by Group, directly or indirectly, Beneficially Own a court having jurisdiction number of Ordinary Share Equivalents in excess of the matter that is not Standstill Level following such acquisition, and prior to the disposition thereof, such Ordinary Share Equivalents or other Voting Securities remain subject to appeal shall determine that the terms of this Undertaking in all respects, or (C) causes such indemnification is not lawfulentity to execute a customary joinder to this Undertaking, in form and substance reasonably acceptable to the Company, in which such entity agrees to be bound by the terms of this Undertaking as if such entity was an original party hereto.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor EntityIndemnitee, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of the Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by the Indemnitee against the Company, any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)applicable law from paying as indemnity; or (dh) arising out of the Indemnitee's breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy, other indemnification provision, vote or otherwise, other than as provided for pursuant to Section 16(g) herein; provided, however, that payment made to Indemnitee pursuant to an insurance policy obtained purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company except with respect Company’s obligations to any excess beyond the amount paid under such insurance policyIndemnitee pursuant to this Agreement; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 9(a) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; provided further, however, that notwithstanding anything to the contrary stated or implied in this Section 9(a), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, ; or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); orlaw; (d) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); and/or (e) where the indemnification would be: (i) inconsistent with the law of the state of Delaware; or (ii) inconsistent with a final decision by provision of the certificate of incorporation, a court having jurisdiction bylaw, or a resolution of the board or the shareholders, in effect prior to and at the time of the accrual of the alleged cause of action asserted in the matter that is not subject to appeal shall determine that such indemnification is not lawfulProceeding in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company, the Bylaws, the Certificate of Incorporation, any other indemnity provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting disgorgement of profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning in violation of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated or designated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesindemnitees and not by way of defense, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by IndemniteeXxxxxxxxxx); or; (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is prohibited by applicable law or otherwise not lawful; for any amounts paid in settlement of any threatened or pending claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld; or (e) for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act).

Exclusions. Notwithstanding any provision in this Agreement, the (a) The Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (ai) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect Company, and the Indemnified Representative is under no obligation to any excess beyond repay the amount paid under of the proceeds derived from such insurance policycoverage; (bii) to the extent payment is made to the Indemnified Representative for such Liability by the Company under its Articles of Incorporation, the BCBCA, or otherwise than pursuant to this Agreement; (iii) for an accounting any claim by or on behalf of the Company for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (iv) to the extent such indemnification has been determined by a court of competent jurisdiction in a final non-appealable judgment to be unlawful; or (v) to the extent such claim for indemnification arises primarily out of or similar provisions is based primarily upon any action or failure to act by the Indemnified Representative, other than an action or failure to act undertaken at the request or with the consent of state statutory law the Company, that is found in a final judicial determination (or common law;a settlement tantamount thereto) to constitute fraud, bad faith, willful misconduct or gross negligence on the part of the Indemnified Representative. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nobo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. 8.1. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity, contribution or hold harmless Indemnitee, or, advancement of Expenses in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) except as provided in Section 15.4, for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by of the Company or its Subsidiaries or other indemnity provision of the Company or its Subsidiaries, except with respect to any excess beyond the amount paid under such any insurance policy;, contract, agreement, other indemnity provision or otherwise; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any similar successor statute) or similar provisions of state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesincluding, such Sponsor Entitywithout limitation, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, other than a Proceeding initiated by Indemnitee to enforce its rights under this Agreement, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnificationindemnification payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (d) for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, or any similar successor statute; or (e) for any payment to Indemnitee that is determined to be unlawful by a final judgment or other adjudication of a court or arbitration, arbitral or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing and under the procedures and subject to the presumptions of this Agreement; or (f) in connection with any Proceeding initiated by Indemnitee to enforce its rights under this Agreement if a court of competent jurisdiction determines by final judicial decision that each of the material assertions made by a court having jurisdiction Indemnitee in the matter that is such Proceeding was not subject made in good faith or was frivolous. The exclusion in Section 8.1(c) shall not apply to appeal shall determine that such indemnification is not lawfulcounterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to received by or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnification provision, except with respect to any excess beyond the amount paid actually received under such any insurance policy, contract, agreement, other indemnification provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Section 12(dSections 14(e) of this Agreementand (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, ; or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; and/or (d) where the indemnification would be: (i) inconsistent with the law of the state of New York; (ii) inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect prior to and at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (iii) such Proceeding if there has been a settlement that is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision approved by a court having of competent jurisdiction and provides that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by such court in approving the matter that is not subject to appeal shall determine that such indemnification is not lawfulsettlement.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification in connection with any claim made against the case of (a) and (c), to advance Expenses to IndemniteeOfficer: (a) for which payment has actually been is required to be made to or on behalf of Indemnitee the Officer under any insurance policy obtained by the Company policy, except with respect to any excess amount to which the Officer is entitled under this Agreement beyond the amount paid of payment under such insurance policy; (b) if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or public policy; (c) in connection with any Proceeding (or part of any Proceeding) initiated by the Officer, or any Proceeding by the Officer against the Corporation or one or more of its subsidiaries or affiliates or their respective directors, managers, officers, employees or other persons entitled to be indemnified by the Corporation or such entity, unless: (i) the Corporation or such entity is expressly required by law to make the indemnification; (ii) the Proceeding was authorized by the Board of Directors, governing board or manager of the Corporation or such entity; or (iii) the Officer initiated the Proceeding pursuant to Section 12 of this Agreement and the Officer is successful in whole or in part in such Proceeding; or (d) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee the Officer of securities of the Company Corporation or such entity within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions provision of any state statutory law or common law;; or (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatorye) in connection with any claim not initiated by Indemnitee); or (d) if proceeding or claims against the Officer in respect of a final decision by breach or enforcement of the provisions of the Officer’s employment, non-compete, non-disclosure or non-solicitation agreements, or separation, consulting or similar agreements, as applicable, the Officer may be a court having jurisdiction in party to with the matter Corporation, or any subsidiary or controlled affiliate of the Corporation. For purposes of this section “controlled affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other enterprise that is not subject directly or indirectly controlled by the Corporation. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to appeal shall determine that such indemnification is not lawfuldirect, or cause the direction of, the management or policies of an enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or; (d) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (e) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful or based upon or attributable to the Indemnitee’s in fact having gained any personal profit or advantage to which he or she was not legally entitled; or (f) for any reimbursement of the Company by such Indemnitee of any bonus or other incentive-based or equity- based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) or Section 952 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, or the payment to the Company of profits arising from the purchase and sale by such Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if such Indemnitee is held liable therefor (including pursuant to any settlement arrangements) (g) if prohibited by applicable law, provided, however, that if any of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be ​ affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each such portion of any section or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate of Incorporation or By-laws of the Company, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee (“Excess Amounts”). To the extent the Company has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Company for such Excess Amounts.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (Aa) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Bb) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him/her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his/her part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he/she committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries or SPEs.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting intentional misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, Indemnitee in the case connection with any Proceeding (or any part of (a) and (c), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy obtained by the Company policy, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid, subject to any subrogation rights set forth in Section 13; (b) for an a disgorgement or accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Indemnitor or its directorsDirectors, officers, employees employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or any the relevant part of any Proceeding) prior to its initiation, ; (ii) the Company Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Indemnitor under applicable law or law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); oror (iv) otherwise required by applicable law; (d) if a final final, non-appealable decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful; or (e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify or hold harmless Indemniteemake any indemnity, orincluding for Expenses, in the case of (a) and (c), to advance Expenses to Indemniteeconnection with any Proceeding against an Indemnified Party: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company (other than any Proceeding referred to in Sections 13(d) or (e) below) or its directors, officers, employees or and/or other indemnitees, unless (i) the Board authorized the bringing of such Proceeding (or any part of any Proceeding) prior to its initiationshall have been approved by the Disinterested Directors, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding (or any part of any Proceeding) is being brought by Indemnitee the Indemnified Party to assert, interpret or enforce Indemnitee’s his, her or its rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by an Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)the Indemnified Party; or (db) if in which there has been a final decision and non-appealable adjudication by a court having of competent jurisdiction that, in connection with the matter that is not subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnified Party acted with willful misconduct in bad faith, which act(s) were material to appeal shall determine that such indemnification is not lawfulthe cause of action so adjudicated; or (c) upon the mutual agreement among the parties hereto.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company Xxxxxx US shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), make any payment pursuant to advance Expenses to Indemniteethis Agreement: (a) for which payment has actually been made to or on behalf of Indemnitee by or on behalf of Xxxxxx US or the Company under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under such any insurance policypolicy or other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, or any successor provision or similar provisions of state statutory law or common law; (c) except as provided in Section 12(dfor which payment is expressly prohibited by Delaware law; or (d) of this Agreement, in connection with any Proceeding action, suit or proceeding (or any part of any Proceedingthereof) initiated by Indemnitee or(including claims and counterclaims, if whether the counterclaims are asserted by Indemnitee, or by Xxxxxx US or the Company in an action, suit, or proceeding initiated by Indemnitee, but not including mandatory counterclaims asserted by Indemnitee was nominated to the Board by one of more of the Sponsor Entitiesin good faith), such Sponsor Entityexcept any action, including any Proceeding (suit or any part of any Proceeding) arbitration initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee Section 13 to assert, interpret or enforce Indemnitee’s rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized or ratified by the board of directors of Xxxxxx US following consultation with the board of directors of the Company. These exclusions shall not limit the right to advancement of Expenses under Section 9 or otherwise under this Agreement (except in any action, suit or proceeding (or part thereof) described in Section 8(d), for which no advancement shall be available), pending the avoidance outcome of doubtany Proceeding unless such advancement of Expenses is expressly prohibited by Delaware law. Notwithstanding the foregoing, Indemnitee this provision shall not be deemed, for purposes of limit Indemnitee’s obligation to repay Expenses as expressly contemplated elsewhere in this subsection, to have initiated Agreement or brought any claim as otherwise expressly required by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulDelaware law.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteean Indemnified Party: (a) for which payment has actually been made in full to or on behalf of Indemnitee such Indemnified Party under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made by the Indemnified Party from the purchase and sale (or sale and purchase) by Indemnitee such Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreementfor compulsory counterclaims, for any Liabilities in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationinitiation or the Company participated in such Proceeding, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding is being brought by Indemnitee such Indemnified Party to assert, interpret or enforce Indemnitee’s his or her rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by such Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee such Indemnified Party or (Biv) having made any counterclaim (whether permissive such Proceeding is brought by the Indemnitee to exercise his or mandatory) her right to bring such Proceedings under applicable law or in connection with any claim not initiated by Indemnitee)the exercise of his or her fiduciary duty; or (d) if a final non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) an Indemnified Party: for which payment has actually been made in full to or on behalf of Indemnitee such Indemnified Party under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) ; for an accounting of profits made by the Indemnified Party from the purchase and sale (or sale and purchase) by Indemnitee such Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) ; except as provided in Section 12(d) of this Agreementfor compulsory counterclaims, for any Liabilities in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationinitiation or the Company participated in such Proceeding, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding is being brought by Indemnitee such Indemnified Party to assert, interpret or enforce Indemnitee’s his or her rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by such Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee such Indemnified Party or (Biv) having made any counterclaim (whether permissive such Proceeding is brought by the Indemnitee to exercise his or mandatory) her right to bring such Proceedings under applicable law or in connection with any claim not initiated by Indemnitee)the exercise of his or her fiduciary duty; or (d) if a final non-appealable decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for, or advancement of, amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Company, any of its Subsidiaries, or any Enterprise within the meaning of Section 16(b) of the Exchange Act or similar provisions of state applicable statutory law or common law; (c) except as provided to make any indemnity or advancement hereunder in Section 12(dconnection with any Proceeding made on account of Xxxxxxxxxx’s conduct which is determined by final judgment or other final adjudication to have constituted a breach of Indemnitee’s duty of loyalty or other fiduciary duty to the Company, any of its Subsidiaries, an Enterprise or their respective stockholders or an act or omission not in good faith or which involved intentional misconduct or a knowing violation of the law; (d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one any of its Subsidiaries, an Enterprise, or more any director, officer, employee or other indemnitee of the Sponsor EntitiesCompany, such Sponsor Entity, against the Company any of its Subsidiaries or its directors, officers, employees or other indemniteesan Enterprise, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (de) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified pursuant to section 235 of the Companies Act (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter contrary is granted, then the Indemnitee shall receive the greatest rights then available under law. Indemnitee acknowledges and agrees that is not subject to appeal the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of an Enterprise, such Enterprise shall determine that be the indemnitor of first resort (i.e., such Enterprise’s obligations to Indemnitee are primary and any obligation of the Company to advance expenses or to provide indemnification is not lawfulfor the same expenses or liabilities incurred by Indemnitee are secondary).

Exclusions. Notwithstanding any provision Nothing in this AgreementSection 10.10 shall restrict any party in any way with respect to, or require the Company shall not be obligated under this Agreement return or destruction of, any Proprietary Information or information or data identical or similar to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemniteesuch Proprietary Information but which: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding first party rightfully possessed (including information which any Member or any part of any Proceedingtheir respective Affiliates receives or creates in its own capacity and not on behalf of or from the Company) prior to its initiation, before it received the information from the other party; (ii) subsequently becomes publicly available through no fault of the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or first party; (iii) is subsequently furnished rightfully to the first party by a third party (no Affiliate of any Member or the Company shall be considered to be a third party) not known to be under restrictions on use or disclosure; (iv) is independently developed by an employee, agent or contractor of the first party, as proven by its contemporaneous written records; (v) is required to be disclosed by law, rules, regulation or Court Order to any internal or external auditor, compliance officer, governmental entity or other party, provided that the party subject to such Proceeding requirements notifies the party who disclosed such Proprietary Information of such law, rule, regulation or Court Order prior to disclosure and complies with reasonable instructions (so long as provided in a timely manner) from the disclosing party designed to obtain confidential treatment for such materials; (vi) is being brought by Indemnitee disclosed in any proceeding to assert, interpret or enforce Indemnitee’s a party's rights under this Agreement (for or any Ancillary Agreement provided that all reasonable measures to preserve the avoidance confidentiality of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought such information in any claim such proceeding are taken by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)such party; or (dvii) if a final decision by a court having jurisdiction constitutes "residuals" resulting from access to or work with such Proprietary Information. For the purpose of this Section 10.10(e)(vii), the term "residuals" shall mean information in non-tangible form which is retained in the matter unaided memories of natural persons who have had access to Proprietary Information, including ideas, concepts, know-how or techniques contained therein. No Person shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any use of residuals; provided, however, that is this Section 10.10(e)(vii) shall not subject be deemed to appeal shall determine that such indemnification is not lawfulgrant any party a license under another party's Copyrights or patents.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or under any other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policypolicy or such other indemnity provision; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); (d) for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; or (de) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfullawful or based upon or attributable to the Indemnitee’s in fact having gained any personal profit or advantage to which he or she was not legally entitled. Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee, under the Certificate of Incorporation or By-laws of the Company, in the aggregate exceed the Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee (“Excess Amounts”). To the extent the Company has paid Excess Amounts to Indemnitee, Indemnitee shall be obligated to reimburse the Company for such Excess Amounts.

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Officer is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and (2) in the case of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for, or advancement of, amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Company, any of its Subsidiaries, or any Enterprise within the meaning of Section 16(b) of the Exchange Act or similar provisions of state applicable statutory law or common law; (c) except as provided to make any indemnity or advancement hereunder in Section 12(dconnection with any Proceeding made on account of Indemnitee’s conduct which is determined by final judgment or other final adjudication to have constituted a breach of Indemnitee’s duty of loyalty or other fiduciary duty to the Company, any of its Subsidiaries, an Enterprise or their respective stockholders or an act or omission not in good faith or which involved intentional misconduct or a knowing violation of the law; (d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee oragainst the Company, if Indemnitee was nominated to the Board by one any of its Subsidiaries, an Enterprise, or more any director, officer, employee or other indemnitee of the Sponsor EntitiesCompany, such Sponsor Entity, against the Company any of its Subsidiaries or its directors, officers, employees or other indemniteesan Enterprise, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (de) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified pursuant to section 235 of the Companies Act (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter contrary is granted, then the Indemnitee shall receive the greatest rights then available under law. Indemnitee acknowledges and agrees that is not subject to appeal the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of an Enterprise, such Enterprise shall determine that be the indemnitor of first resort (i.e., such Enterprise’s obligations to Indemnitee are primary and any obligation of the Company to advance expenses or to provide indemnification is not lawfulfor the same expenses or liabilities incurred by Indemnitee are secondary).

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Director is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him or her to be in or not opposed to the best interests of the Company; and (2) in the ease of any criminal Proceeding, failed to have reasonable cause to believe that his or her conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or intentional misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of Indemnitee seeking payment hereunder; provided, however, that Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees unless a judgment or other indemnitees, unless final adjudication thereof adverse to Indemnitee establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Vendors shall not be obligated under this Agreement held liable in respect of any Claim in respect of any specific fact, matter, event or circumstance giving rise to indemnify such Claim if such specific fact, matter, event or hold harmless Indemnitee, or, circumstance has been taken into account (and only to such extent) in the case Purchase Price Adjustment. (b) The Vendors shall not be liable in respect of (a) and (c)any Claim if the Claim would not have arisen but for, to advance Expenses to Indemniteeor is increased as a result of: (ai) for which payment has actually been made any alteration to or enactment of any Law which was announced or enacted after the date of the Agreement (even if such alteration or enactment has a retroactive effect); (ii) the withdrawal or amendment of or change to any practice, concession or written agreement or administrative arrangements with any Group Company previously made by any Authority and in force at the date of the Agreement (even if such withdrawal, amendment or change has a retroactive effect); (iii) any act or omission of any member of the Vendors Group or any Group Company prior to Completion taken at the written request of or with the written consent of the Purchaser; (iv) any voluntary act or omission of any member of the Purchasers Group carried out after Completion which is outside its ordinary course of business as conducted at Completion, unless such act or omission has been done, committed or effected in order to comply with Law. (c) To the extent the fact, matter, event or circumstance giving rise to a Claim is capable of remedy, the Vendors shall not be liable for such Claim if it is remedied to the reasonable satisfaction of the Purchasers within 20 Business Days of the date of the notice referred to in paragraph 10.2(c). (d) The Vendors shall not be liable in respect of any Claim and any liability of the Vendors in respect of such Claim shall absolutely cease, to the extent not previously satisfied, withdrawn or settled, unless court proceedings in respect of such Claim have been issued and served within twelve months after the date of the notice referred to in Clause 10.2(c) is given, it being agreed that court proceedings shall not be deemed to have been started unless a statement of claim is both properly issued and validly served on behalf the relevant Vendors. (e) The Vendors Representative may object in writing to a Claim at any time after receipt of Indemnitee the corresponding Claim notice from the Purchasers Representative. In such case, the Vendors Representative and the Purchasers Representative shall attempt in good faith to reach an agreement with respect to the validity of such Claim and the amount of the corresponding Refund. If no such agreement can be reached after good faith negotiations within a period of 30 Business Days following the receipt by the Purchasers Representative of the written objection of the Vendors Representative, the dispute shall be settled in accordance with the provisions of Clause 28. (f) The Vendors shall not be liable in respect of any Claim if the amount of such Claim is covered by under any insurance policy obtained policy, to the extent of the proceeds actually received by the Purchasers or any Group Company except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company Indemnitors shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States of America or similar provisions of U.S. state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Indemnitors or any Group Company or its their directors, officers, employees or other indemnitees, unless (i) the Board authorized Indemnitors authorised the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides Indemnitors provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Indemnitors under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (d) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any Representative, in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235 of the Irish Companies Xxx 0000 (provisions exempting officers from liability void) but (i) in no way limiting any rights under sections 233 and 234 of the Irish Companies Act 2014 (power of court to grant relief to officers) (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter that contrary is not subject to appeal granted, then the Indemnitee shall determine that such indemnification is not lawfulreceive the greatest rights then available under law.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnity in the case of (a) and (c), to advance Expenses to connection with any claim made against Indemnitee: (a) a. for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under such insurance policyor other indemnity provision; (b) b. for any transaction from which the Indemnitee was adjudged liable on the basis that an improper personal benefit was improperly received by the Indemnitee; c. for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory law or common law, provided, however, that if the Corporation, in its sole discretion determines that Indemnitee violated such law notwithstanding anything to the contrary stated or implied in this Section 7(c), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state statutory law or common lawlocal laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; d. if a court having jurisdiction in the matter shall finally determine that such indemnification is not lawful under any applicable statute or public policy; e. to the extent Indemnitee has entered a plea of guilty or has otherwise admitted guilt or liability for the action underlying a claim giving rise to the Proceeding, provided, however, that a settlement of the Proceeding, without a plea of guilty or nolo contendere, shall not (c) except as otherwise expressly provided in Section 12(dby this Agreement) of this Agreement, itself adversely affect the right of Indemnitee to indemnification; or f. in connection with any Proceeding (or any part of any Proceedingthereof) initiated by Indemnitee orIndemnitee, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including or any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior such indemnification is expressly required to its initiationbe made by law, (ii) the Company provides Proceeding was authorized by the indemnificationBoard of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law law, or (iiiiv) such the Proceeding is being brought by initiated pursuant to Section 11 hereof and Indemnitee to assert, interpret is successful in whole or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) part in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulProceeding.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company Indemnitors shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States of America or similar provisions of U.S. state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Indemnitors or any Group Company or its their directors, officers, employees or other indemnitees, unless (i) the Board authorized Indemnitors authorised the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides Indemnitors provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Indemnitors under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (d) if a final decision to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any Representative, in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235 of the Irish Companies Xxx 0000 (provisions exempting officers from liability void) and article 72 of the Portuguese Companies Code (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Irish Companies Act 2014 (power of court to grant relief to officers) (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter that contrary is not subject to appeal granted, then the Indemnitee shall determine that such indemnification is not lawfulreceive the greatest rights then available under law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee: (a) on account of conduct of Indemnitee which is adjudged in a final adjudication by a court of competent jurisdiction from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 12 hereof, orif Indemnitee elects to seek such arbitration, to have been knowingly fraudulent or to constitute conduct not in good faith, or in the case of (a) and (c)a criminal matter, to advance Expenses to Indemnitee:have been knowingly unlawful; (ab) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (bc) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (cd) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such or any Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the any Sponsor Entities, such Sponsor Entity, Entity against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)law; or (de) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) to indemnify for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by policy, contract, agreement or otherwise; provided that the Company except with respect foregoing shall not (i) apply to any excess beyond personal or umbrella liability insurance maintained by Indemnitee, or, (ii) affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c); (b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law[, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes Oxley Act of 2002 (“SOX”)]; (c) except as provided in Section 12(d) of this Agreementto indemnify with respect to any Proceeding, in connection with or part thereof, brought by Indemnitee against the Company, any Proceeding (legal entity which it controls, any director or officer thereof or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemniteesthird party, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law; provided, however, that this Section (iiid) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, apply to have initiated or brought any claim by reason of (A) having asserted any counterclaims or affirmative defenses asserted by Indemnitee in connection with a claim not initiated by an action brought against Indemnitee or (B) having made any counterclaim (whether permissive action brought by Indemnitee for indemnification or mandatory) advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in connection with any claim not initiated by Indemnitee)the suit for which indemnification or advancement is being sought as described in Section 12; or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) an Indemnified Party: for which payment has actually been made in full to or on behalf of Indemnitee such Indemnified Party under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy; (b) ; for an accounting of profits made by the Indemnified Party from the purchase and sale (or sale and purchase) by Indemnitee such Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) ; except as provided in Section 12(d) of this Agreementfor compulsory counterclaims, for any Liabilities in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnified Party, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, Indemnified Party against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationinitiation or the Company participated in such Proceeding, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or law, (iii) such Proceeding is being brought by Indemnitee such Indemnified Party to assert, interpret or enforce Indemnitee’s his or her rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemed, it being understood that for purposes of this subsectionAgreement, bona fide counterclaims, impleadings or other responses or defensive actions by such Indemnified Party shall not be deemed to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not be Proceedings initiated by Indemnitee such Indemnified Party or (Biv) having made any counterclaim (whether permissive such Proceeding is brought by the Indemnitee to exercise his or mandatory) her right to bring such Proceedings under applicable law or in connection with any claim not initiated by Indemnitee)the exercise of his or her fiduciary duty; or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for an accounting gross negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (e) for a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (cf) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (claims upon which suit may be brought against him or any part her by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his or her part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (g) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (h) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)personal tax matter; or (di) arising out of Indemnitee’s breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the The Company shall not be obligated under this Agreement to indemnify Indemnitee for Expenses or hold harmless Indemnitee, or, in the case of (aLosses under either Section 2(a) and (c), to advance Expenses to Indemnitee:or 2(b): (a) for which payment has actually been made to the extent such indemnification would reduce or eliminate any payments to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyD&O Insurance covering Indemnitee; (b) to the extent of any Expenses or Losses for an accounting which Director is indemnified pursuant to the certificate of incorporation or bylaws of the Company or any D&O Insurance carried by the Company; (c) on account of any claim against Indemnitee arising out of the trading of the Company’s securities while possessing material non-public information or for profits made arising from the purchase and sale (or sale and purchase) by Indemnitee of securities in accordance with the provisions of the Company within the meaning of Section § 16(b) of the Exchange Act or any similar provisions of any federal or state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision judgment or other final adjudication by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification indemnity is not lawful; (e) in respect of any Proceeding initiated by Indemnitee against the Company, any Subsidiary or any Director or Officer unless (1) the Company has joined in or consented to the initiation of such Proceeding; or (2) the Proceeding is for recovery of Expenses described in Section 1(m)(3) or Section 1(m)(4); (f) for any amounts paid in settlement of any Proceeding without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; (g) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee: (1) did not act in good faith and in a manner believed by him to be in or not opposed to the best interests of the Company; and (2) in the ease of any criminal Proceeding, failed to have reasonable cause to believe that his conduct was not unlawful; or (h) in connection with any Proceeding if it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee is liable to the Company including, without limitation, a claim that Indemnitee received an improper personal benefit, unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses or Losses which such court shall deem proper.

Exclusions. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which to the extent that payment has is actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such a valid, enforceable and collectible insurance policy; (b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement; (c) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law; (d) for an accounting a disgorgement of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law; (ce) except brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as provided in Section 12(d) of this Agreement, in connection with to any Proceeding (or any part claims upon which suit may be brought against him by reason of any Proceeding) initiated by Indemnitee oralleged dishonesty on his part, if Indemnitee was nominated unless a judgment or other final adjudication thereof adverse to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless establishes that he committed (i) the Board authorized the Proceeding (or any part acts of any Proceeding) prior to its initiationactive and deliberate dishonesty, (ii) the Company provides the indemnificationwith actual dishonest purpose and intent, in its sole discretion, pursuant to the powers vested in the Company under applicable law or and (iii) such Proceeding which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is being brought prohibited by Indemnitee to assert, interpret or enforce applicable law from paying as indemnity; (g) arising out of Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)'s personal tax matter; or (dh) arising out of Indemnitee's breach of an employment agreement with the Company (if a final decision by a court having jurisdiction in any) or any other agreement with the matter that is not subject to appeal shall determine that such indemnification is not lawfulCompany or any of its subsidiaries.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company Corporation except with respect to any excess beyond the amount paid under such insurance policy; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company Corporation or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation (ii) the Company Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law or (iiiii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Exclusions. Notwithstanding any Any other provision in this Agreementherein to the contrary notwithstanding, the Company shall not be obligated under pursuant to the terms of this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeAgreement: (a) for which payment has actually been made To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or on behalf brought voluntarily by Xxxxxxxxxx and not by way of Indemnitee under any insurance policy obtained by the Company defense, except with respect to Proceedings brought to establish, enforce, or interpret a right to indemnification under this Agreement or any excess beyond other statute or law, or otherwise as required under Section 145 of the amount paid under Delaware General Corporation Law, but such insurance policyindemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause of this subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably necessary or advisable in support of Indemnitee’s defense of a Proceeding to which Indemnitee was, is or is threatened to be made, a party; (b) To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law, or otherwise as required under Section 145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (c) To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance carrier under an insurance policy maintained by the Company; or (d) To indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any similar successor statute or any similar provisions of state statutory law or common law; , or (cii) except any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as provided required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 12(d304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) or Section 954 of this Agreementthe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act); provided, however, that to the fullest extent permitted by applicable law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee shall be deemed to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter Expenses that is not are subject to appeal shall determine that such indemnification is not lawfulhereunder.

Exclusions. Notwithstanding any provision in this AgreementDeed to the contrary, the Company Indemnitors shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (c), to advance Expenses to IndemniteeDeed: (a) to make any indemnity for amounts otherwise indemnifiable hereunder (or for which payment advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually been made to or on behalf of Indemnitee received such amounts under any insurance policy obtained by the Company policy, contract, agreement or otherwise, except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity provision; (b) to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States of America or similar provisions of U.S. state statutory law or common law; (c) except as provided in Section 12(d) of this Agreement, to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor EntityIndemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Indemnitors or any Group Company or its their directors, officers, employees or other indemnitees, unless (i) the Board Indemnitors authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides Indemnitors provide the indemnification, in its their sole discretion, pursuant to the powers vested in the Company Indemnitors under applicable law or law, (iii) such Proceeding (or any part of any Proceeding) is being initiated after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification under this Agreement (for the avoidance of doubtDeed or any other law, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated statute or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee)rule; or (d) if a final decision to make any indemnity, payment or advancement that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified pursuant to section 235 of the Companies Act (including any successor provisions)), but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court having of competent jurisdiction in to be void or inapplicable, or relief to the matter that contrary is not subject to appeal granted, then the Indemnitee shall determine that such indemnification is not lawfulreceive the greatest rights then available under law.

Exclusions. Notwithstanding any provision in this Agreement, the Company (a) The Corporation shall not be obligated liable under this Agreement to indemnify or hold harmless Indemnitee, or, make any payment in connection with any Liability incurred by the case of (a) and (c), to advance Expenses to IndemniteeIndemnified Representative: (a1) to the extent payment for which payment has actually been such Liability is made to or on behalf of Indemnitee the Indemnified Representative under any an insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policyCorporation; (b2) to the extent payment is made to the Indemnified Representative for such Liability by the Corporation under its Certification of Incorporation, Bylaws, the Delaware General Corporation Law, or otherwise than pursuant to this Agreement; (3) to the extent such Liability is determined in a final determination pursuant to Section 5(d) hereof to be based upon or attributable to the Indemnified Representative gaining any personal profit to which such Indemnified Representative was not legally entitled; (4) for an accounting any claim by or on behalf of the Corporation for recovery of profits made resulting from the purchase and sale (or sale and purchase) purchase by Indemnitee such Indemnified Representative of equity securities of the Company within the meaning of Corporation pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (5) for which the conduct of the Indemnified Representative has been determined in a final determination pursuant to Section 5(d) hereof to constitute bad faith or similar provisions active and deliberate dishonesty, in either such case material to the cause of state statutory law action or common law;claim at issue in the Proceeding, or (6) to the extent such indemnification has been determined in a final determination pursuant to Section 5(d) hereof to be unlawful. (b) Any act, omission, liability, knowledge, or other fact of or relating to any other person, including any other person who is also an Indemnified Representative, shall not be imputed to the Indemnified Representative for the purposes of determining the applicability of any exclusion set forth herein. (c) except as provided in Section 12(d) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnified Representative is not entitled to indemnification under this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one of more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.