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 (d), 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid, and except as may otherwise be agreed between the Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on the other; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(b) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable 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, in the case of (a) and (d), 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) for any reimbursement of the Company Corporation 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 or (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)law; or (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 lawful.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 (d), 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee 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 (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 lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 (d), 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 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee or any Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee or any 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) subject to Section 14, for (i) 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 (as defined in Section 1(a) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company Corporation by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Corporation, 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 the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Corporation by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 or (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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any Claim involving Indemnitee: (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 Losses beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 similar provisions of state statutory law or common law; , (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d) Sections 5 and 24 of this Agreement, in connection with any Proceeding (or any part of any Proceeding) Claim initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) Claim initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) Claim 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ; or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy that may be adopted by the rules and regulations Board or a committee of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;Board; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding) or (iii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this AgreementAgreement [but subject to Section 15(e), however], the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “"Xxxxxxxx-Xxxxx Act”"), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Exchange Commission pursuant Board, including but not limited to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;any such policy adopted to comply with stock exchange rules or listing requirements; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policypolicy or other indemnity provision; (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 (d), 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the ““ Xxxxxxxx-Xxxxx ActAct ”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee 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 (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 lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company extent provided in Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) and except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedingc) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policypolicy or other indemnity provision; (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company except with respect extent such payment is insufficient to any excess beyond satisfy the amount paid under such insurance policy;Indemnitee’s right to indemnification hereunder; or (b) 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 similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment actually 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 policypolicy or other indemnity provision; provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 15(d) below; (b) 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 similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as otherwise provided in Section 12(dSections 14(d)-(e) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (ed) if a final decision by a court having jurisdiction in to the matter that is not subject to appeal shall determine that extent such indemnification is not lawfulpayment would violate Section 402 of the Xxxxxxxx-Xxxxx Act.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity or hold harmless Indemnitee, orprovide any benefit to Indemnitee under this Agreement or otherwise, in the case connection with any Proceeding (or any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 is being otherwise authorized in Section 12(d), (iv) brought by Indemnitee to assert, interpret or enforce discharge Indemnitee’s rights fiduciary responsibilities, whether under this Agreement (for the avoidance of doubtERISA or otherwise, 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 (Bv) having made any counterclaim (whether permissive otherwise required by applicable law or mandatory) in connection with any claim not initiated by Indemnitee)the Company’s certificate of incorporation or bylaws; or (e) if prohibited by applicable law as determined in a final decision by a court having jurisdiction in the matter that is adjudication not subject to appeal shall determine that such indemnification is not lawfulfurther appeal.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained procured by the Company Company, indemnity provision, 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 hereof; (b) for an accounting or disgorgement 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 to which the Indemnitee has consented); (c) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-SOX Act or Section 954 of the Xxxx–Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx SOX Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under arrangements to which the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection ActIndemnitee has consented); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemniteesindemnitees (not by way of defense), unless (i) the Board authorized the Proceeding (or any the relevant part of any the 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 is being otherwise authorized in Section 12(d) or (iv) with respect to proceedings brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification or advancement under this Agreement (for or under any other agreement, provision in the avoidance Bylaws or Certificate of doubtIncorporation or applicable law, 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 (Bv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine determines that such indemnification is not lawfulprohibited by applicable law in a final judgment from which there is no further right of appeal.

Exclusions. Notwithstanding any provision in of this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemniteemake any indemnity (and, orwith respect to clause (c) below, advancement of expenses) in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as hereinafter defined) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;or (dc) except as provided in Section 12(d) 13 of this Agreement, in connection with any Proceeding action, suit or proceeding (or any part of any Proceedingthereof) initiated by Indemnitee, including any Proceeding action, suit or proceeding (or any part of any Proceedingthereof) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors authorized the Proceeding action, suit or proceeding (or any part of any Proceedingthereof) prior to its initiation, initiation or (ii) the Company provides the indemnificationindemnification or advancement of expenses, 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or Section 904 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment actually 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;policy or other indemnity provision; or (b) 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 similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as otherwise provided in Section 12(dSections 14(d)-(e) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (ed) if a final decision by a court having jurisdiction in to the matter that is not subject to appeal shall determine that extent such indemnification is not lawfulpayment would violate Section 402 of the Xxxxxxxx-Xxxxx Act.

Exclusions. Notwithstanding any provision in of 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 (d), to advance Expenses to connection with any claim made against 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; (bi) 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; law or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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 or policies adopted by the Company from time to time pursuant to any settlement arrangements) or in respect Section 954 of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (db) except as otherwise provided in Section 12(dSections 5.01(d) and (e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 the Company joins in or consents to the initiation of the Proceeding is being brought by Indemnitee to assert, interpret (or enforce Indemnitee’s rights under this Agreement (for any part of the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (AProceeding) 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)after its initiation; or (ec) if a final decision by a court having jurisdiction in to the matter that is not subject to appeal shall determine that such indemnification is not lawfulextent the payment would violate Section 402 of the Xxxxxxxx-Xxxxx Act.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity or hold harmless Indemnitee, orprovide any benefit to Indemnitee under this Agreement or otherwise, in the case connection with any Proceeding (or any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive otherwise required by applicable law or mandatory) in connection with any claim not initiated by Indemnitee)the Company’s bylaws; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 (d), to advance Expenses to Indemniteeconnection with any claim: (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 policy;policy or other indemnity provision, or (b) 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 (as defined in Section 2(a) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;or (dc) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, The Beneficiary acknowledges that the Company shall not be obligated under this Agreement required to indemnify or hold harmless Indemnitee, or, in the case of (a) Beneficiary for Losses and (d), Expenses incurred by a Beneficiary with respect to advance Expenses to Indemniteethe following Claims: (ai) for which payment has actually been made any Claim relating to or on behalf of Indemnitee under any insurance policy obtained by remuneration paid to the Company except with respect to any excess beyond the amount paid under Beneficiary, if it shall be determined that such insurance policyremuneration was not due; (bii) any Claim for which a judgment is rendered against the Beneficiary for an accounting of profits made from the purchase or sale of, or the procurement to purchase or sell, securities of the Company pursuant to xxxxxxx xxxxxxx laws or regulations; (iii) any Claim which is based on the Beneficiary’s willful or gross misconduct or on a fraud or a fraudulent misrepresentation, intentional or fraudulent (or deemed to be so) misconduct, whether the Beneficiary has acted alone or as an accomplice if it should be finally determined that the Beneficiary is guilty of such misconduct; (iv) any Claim which is based on the Beneficiary’s criminal actions; (v) any Claim for (1) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee the Beneficiary 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 (c2) for any reimbursement of the Company by Indemnitee the Beneficiary 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any comparable law, or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee the Beneficiary of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx ActAct or any comparable law); provided, if Indemnitee however, that to the fullest extent permitted by applicable law and to the extent the Beneficiary is held liable therefor (including pursuant successful on the merits or otherwise with respect to any settlement arrangements) or in respect of claw-back provisions promulgated under such Claim, the rules Expenses actually and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, reasonably incurred by Indemnitee in connection with any Proceeding such Claim shall be deemed to be Expenses that are subject to indemnification hereunder; (vi) any Claim which is based on a Beneficiary’s fault committed outside of the scope of his/her duties as a Director or Officer; or (vii) any part Claim which is based on the Beneficiary’s actions taken in his or her personal capacity (i.e. not within his or her capacities as a Director or Officer of any Proceeding) initiated the Company). The Beneficiary further acknowledges that the D&O Insurance Policy contains or may contain similar limitations on coverage for Losses or Expenses incurred by Indemniteea Beneficiary, including any Proceeding (or any part of any Proceeding) initiated by Indemniteein each case with respect to Indemnifiable Claims, against the Company or its directors, officers, employees or other indemnitees, unless and that it does not cover Claims (i) pending, if any, at the Board authorized date this Offer is accepted and signed by the Proceeding (or any part of any Proceeding) prior to its initiationrelevant Beneficiary, (ii) which arise from the Company provides settlement of any action or Claim without the indemnificationCompany’s written consent or, in its sole discretiongenerally, pursuant that cannot be insured under applicable laws and regulations; provided that the terms of the D&O Insurance Policy shall determine whether insurance coverage is available 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) Beneficiary in connection with any claim not initiated by Indemnitee); or (e) if a final decision by a court having jurisdiction Indemnifiable Claim, and that any limitations, restrictions or exclusions contained in the matter Insurance Policy that is are not mandated by applicable law shall not relieve the Company of its obligation to provide indemnification to the Beneficiary for Losses and Expenses in each case with respect to Indemnifiable Claims to the fullest extent permitted by applicable laws and regulations and subject to appeal shall determine that such indemnification is not lawfulthe terms and conditions of this Offer.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (a) for which payment has actually been made to 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 under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof), or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), ) or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized authorizes the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law, or (iiiiv) such Proceeding is being brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemedor any other statute or law, 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 (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 lawfulotherwise as required under applicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained procured by the Company Company, indemnity provision, 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 hereof; (b) for an accounting or disgorgement 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 to which the Indemnitee has consented); (c) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-SOX Act or Section 954 of the Xxxx–Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx SOX Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under arrangements to which the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection ActIndemnitee has consented); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemniteesindemnitees (not by way of defense), unless (i) the Board authorized the Proceeding (or any the relevant part of any the 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, (iii) otherwise authorized in Section 12(d), (iv) with respect to proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law or (iiiv) such Proceeding is being brought otherwise required 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; or (e) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine determines that such indemnification is not lawfulprohibited by applicable law in a final judgment from which there is no further right of appeal.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 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) for any reimbursement of the Company by Indemnitee of (i) any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect (ii) any compensation pursuant to any compensation recoupment or clawback policy adopted by the Company’s board of claw-back provisions promulgated under directors or the rules and regulations compensation committee of the Securities and Company’s board of directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 is being brought otherwise authorized in Section 11(d) or (iv) otherwise required by Indemnitee to assertapplicable law; provided, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, 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 (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulDGCL or other applicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless make any indemnification payment in connection with any claim made against Indemnitee, or, in the case of (a) and (d), 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 other indemnity provision, except with respect to any excess beyond the amount paid under such any insurance policy; policy or other indemnity provision; or for (bi) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) ; or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee (provided, that any counterclaim or cross claim brought by Indemnitee with respect to a Proceeding shall not be considered a “Proceeding (or any part of any Proceeding) initiated by Indemnitee” for the purposes of this Section 9(c)), including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company extent provided in Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) and except with respect to any excess beyond the amount paid under such any insurance policypolicy or other indemnity provision eligible for; (b) 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 similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) [except as provided in Section 14,] for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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); (d) or in respect of claw-back provisions promulgated under the rules and regulations for any reimbursement of the Securities and Exchange Commission pursuant Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 954 of the Xxxx-–Xxxxx Xxxx Street Reform and Consumer Protection ActAct or any rules adopted or promulgated thereunder or in connection therewith, but in any case only if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedinge) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (ef) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable 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, in the case of (a) and (d), 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) for any reimbursement of the Company Corporation 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 or (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)law; or (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 lawful.

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 (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policypolicy or other indemnity provision; (b) for expenses incurred in connection with an action or suit to which Indemnitee is threatened to be made a party but does not become a party unless the incurrence of such expenses was authorized by or under the authority of the Board; (c) for expenses or losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except (i) proceedings for indemnification or advancement of expenses from the Company under this Agreement pursuant to Section 7, or (ii) where the Board has authorized the proceeding prior to its initiation; or (d) 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law authority or common law; , or (cii) for any reimbursement of to the Company by Indemnitee 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), ) or the payment to the Corporation Company of profits arising from the purchase and or sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

Exclusions. Notwithstanding 1.1 In addition to any provision other limitations set out in this Agreementagreement, the Company Sellers shall not be obligated liable in respect of a Claim (i) for the indemnification under this Agreement clause 9.2 to indemnify the extent that the matter or hold harmless Indemnitee, or, circumstance giving rise to that Claim was taken into account in the case Accounts or the Completion Statement by way of an express and full provision; or (aii) to the extent that the matter or circumstance giving rise to a Claim in respect of the Warranties was fully and (d), fairly disclosed in the Disclosure Letter. 1.2 The Sellers shall not be liable in respect of a Claim to advance Expenses to Indemniteethe extent that the relevant liability would not have arisen but for: (a) a change in legislation, or the withdrawal of any extra-statutory concession previously made by any Taxation Authority, after the date of this agreement (whether or not the change or withdrawal purports to be effective retrospectively in whole or in part); or (b) a change after Completion in GAAP and the accounting policies adopted by the Group Company. 1.3 The Sellers shall not be liable in respect of a Claim: (a) with respect to losses for taxes on the basis of any assessment which involves merely a delay in receiving a taxable income or in incurring deductible expenses, it being agreed that Sellers will pay to the Purchaser all fines, penalties or interest incurred by the Company as a result of the above delay; or (b) to the extent that losses (a) shall be reduced by the value of any net tax benefit or tax savings realized by the Purchaser or the Group Company as a result of the occurrence of the relevant losses suffered by the Group Company as the case may be or (b) shall be reduced by any payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Purchaser or the Company except in application of insurance policies or any other third party; or (c) with respect to any excess beyond the amount paid under such insurance policy; (b) tax adjustment relating to a retrievable tax, except for an accounting of profits made from the purchase and sale (all fines, penalties or sale and purchase) interest incurred by Indemnitee of securities of the Company within the meaning as a result of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;tax adjustment; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 respect to the powers vested value of the fixed assets as recorded in the Company under applicable law Accounts 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)Completion Statement; or (e) if with respect to the unavailability of any tax loss carry forwards. 1.4 In order to avoid any double indemnification, the same Loss occurring as a final decision by a court having jurisdiction result of breach of more than one representation and warranty shall only be indemnified once. A liability which has been taken into account in the matter that is Completion Statement shall not subject be claimed by the Purchaser again pursuant to appeal shall determine that such indemnification is not lawfulother provisions of this agreement.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) [except as provided in Section 15,] for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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); (d) or in respect of claw-back provisions promulgated under the rules and regulations for any reimbursement of the Securities and Exchange Commission pursuant Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 954 of the Xxxx-–Xxxxx Xxxx Street Reform and Consumer Protection ActAct or any rules adopted or promulgated thereunder or in connection therewith, but in any case only if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedinge) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (ef) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

Exclusions. Notwithstanding any provision in of 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 (d), to advance Expenses to connection with any claim made against 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; (bi) 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; law or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (db) except as otherwise provided in Section 12(d) Sections 6.01(e), prior to a Change of this AgreementControl, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee (other than any cross claim or counterclaim asserted by the Indemnitee), including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 the Proceeding is being a compulsory counterclaim brought by Indemnitee in response to assert, interpret or enforce Indemnitee’s rights a Proceeding otherwise indemnifiable 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)Agreement; or (ec) if a final decision by a court having jurisdiction in for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the matter that is not subject to appeal shall determine that such indemnification is not lawfulamount paid under any insurance policy or other indemnity provision.

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 (d), to advance Expenses to Indemniteeconnection with any claim: (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 policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(a) hereof) or similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;or (dc) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement (including Section 6 of this Agreement), the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) [except as provided in Section 15 of this Agreement,] for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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); (d) or in respect of claw-back provisions promulgated under the rules and regulations for any reimbursement of the Securities and Exchange Commission pursuant Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection ActAct or any rules adopted or promulgated thereunder or in connection therewith, but in any case only if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedinge) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 otherwise authorized in Section 12 of this subsectionAgreement, 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 (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (ef) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable 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, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policypolicy or other indemnity provision; (b) 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 similar provisions of state statutory law or common law; ; or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d15(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding) or (iii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify make any indemnification payment or hold harmless Indemnitee, or, advancement to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (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 any insurance policy;policy or other indemnity provision; or (b) if the action or omission of the Indemnitee was undertaken with deliberate intent to cause injury to the Company or Enterprise or undertaken with reckless disregard for the best interests of the Company or Enterprise; or (c) 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(b14(b) of the Exchange Act (as defined in Section 2(b)) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Company under Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act)) or (iii) any reimbursement of the Company by Indemnitee of any compensation under any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, if Indemnitee is held liable therefor (including pursuant but not limited to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to under 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 (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 lawfullaw.

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 payment in the case of (a) and (d), to advance Expenses to connection with any Claim involving Indemnitee: (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 Losses beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 similar provisions of state statutory law or common law; , (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d) Sections 5 and 23 of this Agreement, in connection with any Proceeding (or any part of any Proceeding) Claim initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) Claim initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) Claim 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnification payment or hold harmless Indemnitee, or, Expense Advance in connection with any claim involving the case of (a) and (d), to advance Expenses to IndemniteeOfficer: (ai) for which payment has actually been made to or on behalf of Indemnitee the Officer under any insurance policy obtained by the Company or other indemnity or advancement of expenses provision, except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity or advancement of expenses provision; or (bii) for (A) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee the Officer of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), or similar provisions of state statutory law or common law; , (cB) for any reimbursement of the Company by Indemnitee the Officer of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee the Officer from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee the Officer of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor ) or (including C) any reimbursement of the Company by the Officer of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (diii) except as provided in Section 12(d) 7 of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemniteethe Officer, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, the Officer against the Company or its directors, officers, employees or other indemnitees, unless (iA) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (iiB) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Officer in any Proceeding (or any part of any Proceeding), or (C) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this AgreementAgreement [but subject to Section 15(e), however], the Company shall not be obligated under this Agreement to indemnify make any indemnification or hold harmless Indemnitee, or, payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, contract, agreement, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such any statute, insurance policy;, contract, agreement, indemnity provision, vote or otherwise; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of federal, state or local statutory law or common law; , if Indemnitee is held liable therefor (cincluding pursuant to any settlement arrangements) for or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;); or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 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, 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company extent provided in Section 16(b) of this Agreement and except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including, but not limited, to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedingc) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company extent provided in Section 16(b) of the Exchange Act and except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, if any, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedingc) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) 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 (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 lawfullaw.

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 (d), 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) 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 Corporation, 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 XxxxxxxxSarbanes-Xxxxx Act of Xxx xx 2002 (the “XxxxxxxxSarbanes-Xxxxx ActXxx”), or the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSarbanes-Xxxxx ActXxx), if xf Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the XxxxDodd-Xxxxx Xxxx Street Fraxx Xaxx Xxxxxx Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

Exclusions. Notwithstanding any provision in this AgreementAgreement to the contrary, neither the Company Partnership nor the General Partner shall not be obligated under this Agreement to indemnify make any indemnification or hold harmless Indemnitee, or, payment in connection with any of the case of (a) and (d), to advance Expenses to Indemniteefollowing: (a) a claim made against Indemnitee for which payment has actually been made to received by or on behalf of Indemnitee under any director or officer liability insurance policy obtained by or other indemnity provision between Indemnitee and the Company General Partner or the Partnership, as the case may be, any of their respective subsidiaries or any Enterprise, except with respect to any excess beyond the amount paid actually received under any such insurance policy;policy or other indemnity provision; or (b) a 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 Partnership within the meaning of Section 16(b) of the Exchange Act Act, or similar provisions of state statutory law or common law;; or (c) a claim made against Indemnitee for any reimbursement of of, or payment to, the Company Partnership 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 CorporationPartnership, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation General Partner pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx ActSOX”), or the payment to the Corporation Partnership of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx ActSOX), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as otherwise provided in Section 12(d) of this Agreement14(e), in connection with any Proceeding (or any part of any Proceeding) initiated voluntarily by Indemnitee, and not by way of defense, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company General Partner or its directorsthe Partnership, officersany legal entity which it controls, employees any director or officer thereof or any other indemnitees, unless (i) the Board authorized has consented to the initiation of such Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company Partnership provides the indemnification, advancement or hold harmless payment in its the General Partner’s sole discretion, pursuant to the powers vested in the Company General Partner 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)Partnership Agreement; or (e) if a final decision claim made against Indemnitee for which indemnification or advancement of expenses is prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable 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, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (a) for which payment has actually been made to 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 under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof), or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized authorizes the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law, or (iiiiv) such Proceeding is being brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemedor any other statute or law, 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 (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 lawfulotherwise as required under applicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under (and excluding any Secondary Indemnitor); provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense, or by any Affiliate of Indemnitee, of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement to the extent that the person who made such insurance policypayment holds valid subrogation rights with respect to such amount; (b) for an accounting or disgorgement 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(b17(b) of the Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by applicable law as determined by a court having of competent jurisdiction in the matter that is a final adjudication not subject to appeal shall determine that such indemnification is not lawfulfurther appeal.

Exclusions. (a) Notwithstanding the foregoing, UpREIT shall not have any provision liability for indemnification under this Agreement (other than for reasonable costs and expenses incurred by a Xxxxx Indemnitee in accordance with this Agreement) to the extent the amount otherwise indemnifiable is payable by such Xxxxx Indemnitee as a result of one or more of the following: (i) Any Xxxxx Indemnitee recognizing gain in respect of the Capital Contribution of Xxxxx Properties under Code section 707(a)(2), assuming that each Nonrecourse Liability described in Section 2(a) of this Agreement is a "qualified liability" within the meaning of Regulations Section 1.707-5(a)(6), except as a result of either a sale or disposition of such Xxxxx Property, an indemnity payment under this Agreement, or the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, general partner nature of the Xxxxx LLC's interest in the case Partnership and the put right described in that certain [Put Agreement], dated the date hereof, between _____ ; (ii) Any payment of cash to a Contributor under Section 3.02(a)(i) of the Contribution Agreement; (iii) Any Xxxxx Indemnitee's Interest in the UpREIT not being respected as a partnership interest to the extent, and as provided in, the Partnership Agreement; (iv) The allocations of income, gain, loss, deduction and credit set forth in the Partnership Agreement not being respected under Sections 704(b) and 704(c) of the Code, except as a result of the exercise of discretion by the Managing General Partner of the UpREIT in respect of (aA) and an adjustment to the "Gross Asset Values" of UpREIT assets, as described in clause (db) of the definition thereof, or (B) the allocation of Nonrecourse Deductions under the proviso within [Section 6.3.A.(3)] of the Partnership Agreement; (v) The UpREIT not being the owner of the Xxxxx Properties for federal income tax purposes as of the relevant Adjustment Date; (vi) Immediately after the relevant Adjustment Date, any Xxxxx Indemnitee's share of Partnership Minimum Gain under Regulations Section 1.704- 2(g)(1) not being as shown on Exhibit B attached hereto; (1) any change in, or amendment to, the Code or any other federal tax statute, which is effective on or after the relevant Adjustment Date, (2) any final or temporary regulation, which is enacted or adopted after the relevant Adjustment Date, or (3) any court decision issued after the relevant Adjustment Date; (viii) No Xxxxx Indemnitee is or will be a tax-exempt entity or person; (ix) A determination that any Xxxxx Indemnitee did not enter the transactions contemplated by the Partnership Agreement for profit or with a sufficient business purpose; (x) A voluntary or involuntary sale, assignment, transfer or other disposition by any Xxxxx Indemnitee of any interest in the UpREIT or any part thereof; (xi) The failure of any Xxxxx Indemnitee to claim or to follow the proper procedure in claiming in a timely manner any UpREIT item allocated to such Xxxxx Indemnitee by the Partnership; (xii) The failure of any Xxxxx Indemnitee to take timely action or follow the proper procedures in reporting his distributive share from the UpREIT or contesting a claim made by the Internal Revenue Service in accordance with the Partnership Agreement; (xiii) The gross negligence or the willful misconduct of any Xxxxx Indemnitee or any affiliate thereof; (xiv) Any breach by any Xxxxx Indemnitee of any of its representations, warranties or covenants in Sections [7.1.A. or 8.2 of the Partnership Agreement (prior to the GP Termination Date), to advance Expenses to Indemnitee:Sections 10.5, 11.3.A., 11.6.A., D or E.,] of the Partnership Agreement, Sections 2 or 6 of this Agreement, or the Contribution Agreement; (axv) for which payment has actually been made Any guarantee by any Xxxxx Indemnitee or a person related to any Xxxxx Indemnitee of any Nonrecourse Liability encumbering a Xxxxx Property or on behalf Xxxxx Interest or any other debt of the UpREIT or its affiliates; (xvi) Any Xxxxx Indemnitee recognizing taxable income under Code Section 704(c), except to the extent such income results from either a sale or other disposition of a Xxxxx Property or income under Code Section 704(c) in excess of that allocable to such Xxxxx Indemnitee under any insurance policy obtained by the Company except with respect "traditional method" of Regulations Section 1.704-3(b); (xvii) Any recapture under Code Section 1245 or 1250 of depreciation attributable to Xxxxx Properties that was allocated to any excess beyond Xxxxx Indemnitee after the amount paid under relevant Adjustment Date.; (xviii) the sale, transfer or other disposition of any Xxxxx Property after the fifth anniversary of the GP Termination Date; provided, however, that the UpREIT uses its best efforts to cause such insurance policy;sale, transfer or other disposition to be on a tax-deferred or tax-exempt basis; or (xix) the sale, transfer or other disposition of all or any portion of the land described in Exhibit D hereto (the "Land"); provided, however, that the UpREIT uses its best efforts to cause such sale, transfer or other disposition of the Land that occurs within the period ending on or prior to the fifth anniversary of the GP Termination Date, to be on a tax-deferred or tax- exempt basis. (b) Further, notwithstanding anything to the contrary within this Agreement, after taking into account any amounts thereof excluded under Section 5(a), the cumulative Income Inclusions for an accounting all Xxxxx Indemnitees in respect of profits made from Section 3(a), 3(b) and 3(c) that will be indemnifiable by the purchase and sale UpREIT shall not exceed the following: (or sale and purchasei) by Indemnitee For any Income Inclusion under Section 3(b),the aggregate negative Capital Accounts of securities all Xxxxx Indemnitees as set forth on Exhibit B; (ii) For any Income Inclusion under Section 3(a), the aggregate Minimum Gain of all Xxxxx Indemnitees as set forth on Exhibit B; and (iii) For any Income Inclusion under Section 3(c), the excess of the Company within the meaning of Section 16(b) aggregate Gross Asset Value of the Exchange Act or similar provisions Xxxxx Properties contributed to the UpREIT on the relevant Adjustment Dates, over the aggregate initial adjusted tax bases of state statutory law or common law;such Xxxxx Properties on such relevant Adjustment Dates. (c) for Finally, notwithstanding anything to the contrary within this Agreement, after taking into account 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 Corporation, as required in each case amounts thereof excluded 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”Sections 5(a) and 5(b), or the payment to the Corporation 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 UpREIT shall not be liable therefor (including pursuant to any settlement arrangements) or for indemnification under this Agreement in respect of claw-back provisions promulgated an Income Inclusion under the rules and regulations of the Securities and Exchange Commission pursuant Section 3(a) or (b), to the Xxxx-extent of that such Income Inclusion arises from a Final Determination that the amount of debt of UpREIT allocable to such Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 subsectionSection 752 of the Code and Regulations Section 1.752-3(a)(3) is less than the amount of debt such Xxxxx Indemnitee would be allocated if the UpREIT allocated the Xxxxx Indemnitees collectively an aggregate amount of debt, using the Indemnity Debt Allocation Method for purposes of Section 752 of the Code and Regulations Section 1.752-3(a)(3), of at least $43 million; provided, however, that UpREIT actually allocates to have initiated or brought any claim by reason the Xxxxx Indemnitee, collectively, on the UpREIT's federal, applicable state and Xxxx Ridge income tax returns, at least such aggregate amount 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 (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 lawfuldebt.

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 (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 Actor similar provisions of state statutory law or common law; , or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this AgreementDeed, the Company Adient shall not be obligated under this Agreement Deed to indemnify make any indemnification payment in connection with any Proceedings or hold harmless Indemnitee, or, in the case of (a) and (d), to advance Expenses to Criminal Proceedings involving Indemnitee: (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 any insurance policypolicy or other indemnity provision; (b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Adient within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company Adient 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 CorporationAdient, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Adient pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or Section 904 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or the payment to the Corporation Adient of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of Adient by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or Adient and its directors, officers, secretary, 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 Adient provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Adient, as applicable, under applicable law or law, including the Act; (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 mandatoryd) in connection with respect of any claim not initiated by Indemnitee)Fines; or (e) if a final decision in respect of any Prohibited Expense Payment. Notwithstanding any other provision of this Deed, Adient shall not indemnify and does not intend to indemnify Indemnitee in respect of Proceedings, Criminal Proceedings or any other action, except as to the fullest extent permitted by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulAct.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained procured by the Company Company, indemnity provision, 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 hereof; (b) for an accounting or disgorgement 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 to which the Indemnitee has consented); (c) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-SOX Act or Section 954 of the Xxxx–Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx SOX Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under arrangements to which the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection ActIndemnitee has consented); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemniteesindemnitees (not by way of defense), unless (i) the Board authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine determines that such indemnification is not lawfulprohibited by applicable law in a final judgment from which there is no further right of appeal.

Exclusions. Notwithstanding any provision in this Agreement, the Company Corporation shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained procured by the Company Corporation, indemnity provision, 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 hereof; (b) for an accounting or disgorgement 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 to which the Indemnitee has consented); (c) for any reimbursement of the Company Corporation 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 Corporation, 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 XxxxxxxxSOX Act or Section 954 of the Xxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act”), or the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx SOX Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under arrangements to which the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection ActIndemnitee has consented); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company Corporation or its directors, officers, employees employees, agents or other indemniteesindemnitees (not by way of defense), unless (i) the Board authorized the Proceeding (or any the relevant part of any the 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 law, (iii) such Proceeding is being otherwise authorized in Section 12(d) or (iv) with respect to proceedings brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights a right to indemnification or advancement under this Agreement (for or under any other agreement, provision in the avoidance Bylaws or Certificate of doubtIncorporation or applicable law, 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 (Bv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision by a court having of competent jurisdiction in the matter that is not subject to appeal shall determine determines that such indemnification is not lawfulprohibited by applicable law in a final judgment from which there is no further right of appeal.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive otherwise required by applicable law or mandatory) in connection with any claim not initiated by Indemnitee)the Company’s bylaws; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 (d), 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 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-claw- back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid, and subject to any subrogation rights set forth in Section 15 or Section 18; (b) for an accounting or disgorgement 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 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) for any reimbursement of the Company or an Affiliate 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 CorporationCompany or an Affiliate of the Company, as required in each case as required under any clawback or compensation recovery policy adopted by the Company or such Affiliate, applicable securities exchange and association listing requirements, including, without limitation, those adopted in accordance with Rule 10D-1 under the Exchange Act, or under the Exchange Act (including including, without limitation, any such reimbursements that arise from an accounting restatement of the Corporation Company or an Affiliate of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company or an Affiliate of 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee against the Company, against Seagate or any Affiliate of the Company or its respective directors, managers, managing members, officers, employees employees, agents or other indemnitees, unless (i) the Board board of directors of Seagate authorized the Proceeding (or any the relevant part of any the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the -5- Company 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee); orapplicable law; (e) if a final decision prohibited by a applicable law; or (f) where Xxxxxxxxxx’s conduct has been finally adjudicated by court having jurisdiction in the matter that is not subject order or judgment to appeal shall determine that such indemnification is not lawfulhave been fraudulent or constitute willful misconduct.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such paid; provided, however, that payment made to Indemnitee pursuant to an insurance policypolicy 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’s obligations to Indemnitee pursuant to this Agreement; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained or other indemnity provision, in each case of or procured by the Company or any subsidiary or other Enterprise except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or Section 904 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor; (c) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision determination is made by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulprohibited by applicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnification payment or hold harmless Indemnitee, or, Expense Advance in connection with any claim involving the case of (a) and (d), to advance Expenses to IndemniteeDirector: (ai) for which payment has actually been made to or on behalf of Indemnitee the Director under any insurance policy obtained by the Company or other indemnity or advancement of expenses provision, except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity or advancement of expenses provision; or (bii) for (A) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee the Director of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), or similar provisions of state statutory law or common law; , (cB) for any reimbursement of the Company by Indemnitee the Director of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee the Director from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee the Director of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor ) or (including C) any reimbursement of the Company by the Director of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (diii) except as provided in Section 12(d) 7 of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemniteethe Director, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, the Director against the Company or its directors, officers, employees or other indemnitees, unless (iA) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (iiB) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by the Director in any Proceeding (or any part of any Proceeding), or (C) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision provisions 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 (d), to advance Expenses to Indemniteeconnection with: (a) 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 or other indemnity provision; or (b) 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; provided, however, that indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting for 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 any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 10(b) of the Exchange Act or similar provisions of any federal, state of local laws; (c) any claim made against Indemnitee 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement14(d), in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (ii) such Proceeding (or part of a Proceeding) arises in connection with any counterclaim that the Company or its directors, officers, employees or other indemnitees assert against Indemnitee or any affirmative defense that the Company or its directors, officers, employees or other indemnitees raise, which, by any doctrine of issue or claim preclusion, could result in liability to Indemnitee, (iiiii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iiiiv) such the 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 after a Change 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 (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 lawfulControl.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “"Xxxxxxxx-Xxxxx Act”"), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ; or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

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 (d), 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 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 or its Subsidiaries 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; (c) for to make any reimbursement of the Company indemnity or advancement that is prohibited 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actapplicable law; (d) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or any of its Subsidiaries or their 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 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 doubtor 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 (e) if a final decision to make any payment pursuant to this Deed for which payment is expressly prohibited by law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified pursuant to section 200 of the Irish Companies Act 1963 (as amended)) (including any successor provision, "Section 200”), but (i) in no way limiting any rights under Section 391, 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, or, in the case of (a) and (d), 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 permitted by the DGCL or would otherwise not be lawful.

Exclusions. Notwithstanding anything to the contrary contained herein, with respect to any provision in this Agreementreal property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Applicable Law with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Company Administrative Agent may notify the Borrower of such determination and, (x) if such real property is not then subject to a Lien pursuant to the Security Documents, such real property shall not be obligated under this Agreement required to indemnify or hold harmless Indemniteebecome subject to a Lien pursuant to the Security Documents and, or(y) if such real property is already subject to a Lien pursuant to the Security Documents, in the case Administrative Agent shall, upon obtaining the consent of the Required Lenders, release such Lien. (g) Clause (a) of Section 9.3 of the Credit Agreement is hereby amended and (d), to advance Expenses to Indemniteerestated in its entirety as follows: (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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, against the Company or its directors, officers, employees or other indemnitees, unless (i) Investments existing on the Board authorized Closing Date in Subsidiaries existing on the Proceeding (or any part of any Proceeding) prior to its initiationClosing Date, (ii) Investments existing on the Company provides Closing Date (other than Investments in Subsidiaries existing on the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or Closing Date) and described on Schedule 9.3 and (iii) Investments made after the Closing Date in the Borrower or any of the Guarantors, the Anadarko JVs or the Centrahoma JV; (h) Clause (f) of Section 9.3 of the Credit Agreement is hereby amended and restated in its entirety as follows: (i) Non-hostile acquisitions of equity securities, or assets constituting a business unit, of any Person, which acquisitions involve a purchase price less than or equal to $25,000,000; provided that (A) immediately prior to and after giving effect to such Proceeding acquisition, no Default or Event of Default exists or would result therefrom, (B) if such acquisition is being brought by Indemnitee to assertof equity securities of a Person (other than an Unrestricted Entity), interpret such person becomes a Guarantor, (C) such Person is principally engaged in the same business as the Borrower and its Subsidiaries, (D) the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 8.1, 8.2 and 8.3 based on the most recently ended four fiscal quarter period and as adjusted for such acquisition, (E) such acquired Person (other than an Unrestricted Entity) or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee assets shall not be deemedsubject to any material liabilities except as permitted by this Agreement, (F) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided, however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; and (II) such acquisition shall be limited to Persons primarily involved in the business of, and/or assets primarily involving, natural gas gathering and processing operations; (ii) Permitted Acquisitions (other than, for purposes clarity, the acquisition 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 Indemniteethe Cardinal Acquired Assets); orand (iii) the Permitted Cardinal Acquisition; (ei) if a final decision by a court having jurisdiction Clause (c) of Section 9.4 of the Credit Agreement is hereby amended and restated in the matter that is not subject to appeal shall determine that such indemnification is not lawful.its entirety as follows:

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company except with respect extent such payment is insufficient to any excess beyond satisfy the amount paid under such insurance policy;Indemnitee’s right to indemnification hereunder; or (b) 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 similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

Exclusions. 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 advancement of Expenses in connection with any claim made against Indemnitee, or, in the case of : (a) and (d)except as provided in Section 15.4, 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 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) 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, including including, without limitation, any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, managers, managing members, 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 law; or (iiid) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance payment of doubtamounts 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 shall not that is determined to be deemedunlawful by a final judgment or other adjudication of a court or arbitration, for purposes 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 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 Agreement; or (B) having made any counterclaim (whether permissive or mandatoryf) in connection with any claim not Proceeding initiated by Indemnitee); or (e) Indemnitee to enforce its rights under this Agreement if a court or arbitration, arbitral or administrative body 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 exclusions in this Article 8 shall not apply to appeal shall determine that such indemnification is not lawful.counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee. 10

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 any insurance policypolicy or other indemnity provision; provided that the foregoing shall not affect any rights of Indemnitee or any Sponsor Group Member set forth in Section 16(c); (b) for (i) 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; , or (cii) for any reimbursement of the Company Corporation 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d15(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by policy, indemnity provision, vote or otherwise (other than pursuant to Section 13(b) below, to the Company extent applicable), except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 11(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) for (i) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee 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 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), (ii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act (or any similar rule) or (iii) 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 (as defined in Section 2(b) hereof) (to the extent such provision applies to the Company) or similar provisions of state statutory law or common applicable law; (c) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (ed) if a final decision by a court having jurisdiction which extends to any matter in respect of any fraud or dishonesty in relation to the matter that is not subject Company which attaches to appeal shall determine that such indemnification is not lawfulthe Indemnitee.

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 (d), 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 to any excess beyond foregoing shall not affect the amount paid under such insurance policyrights of Indemnitee or the Fund Indemnitors as set forth in Section 13(c)]; (b) 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 similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by Indemnitee of any bonus or bonus, other incentive-based incentive- or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Act of 2002) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee thereof (including, but not limited to, any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (dc) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (iiilaw; provided, however, that this Section 7(c) 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 (ed) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

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 (dc), 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 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 (d), 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 actually otherwise been made to or on behalf of Indemnitee paid 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 indemnify 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 (as defined in Section 2(a)), or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; or; (dc) 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, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (iiilaw; provided, however, that this Section 7(c) 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 the suit for which indemnification or advancement is being sought as described in Section 12. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any claim not initiated by insurance policy of the Company covering Indemnitee); or (ed) if a final decision by a court having jurisdiction in the matter to provide any indemnification or advancement of expenses that is not subject prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to appeal shall determine that such indemnification is not lawfulthis Agreement).

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 (d), 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee or, if Indemnitee was nominated to the Board by one or more of the Sponsor Entities, such Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by IndemniteeIndemnitee 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, (iii) 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 (BA) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (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 lawful.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (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 any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if ; or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (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 lawfullaw.

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 (d), 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as otherwise provided in Section 12(d14(e) of this Agreementhereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 (ec) if a final decision in respect of any claim for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by a court having jurisdiction Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the matter Exchange Act (including any such reimbursements that is not subject arise from an accounting restatement of the Company pursuant to appeal shall determine that such indemnification is not lawfulSection 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) or Section 954 of the 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).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, provide any indemnity in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (a) for which to the extent that 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 any insurance policy;policy or other indemnity provision; or (b) 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 similar provisions of state statutory law or common law; , or (cii) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (as amended, the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any such part of any such 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 (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 lawfullaw.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) Except as provided for in Section 18 hereof, for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such paid; provided, however, that payment made to Indemnitee pursuant to an insurance policy;policy 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’s obligations to Indemnitee pursuant to this Agreement. (b) for For any transaction from which Indemnitee derived an improper personal benefit; (c) For an accounting or disgorgement 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 to which the Indemnitee has consented (provided, however, that the Company must advance expenses for such matters otherwise permissible under this Agreement); (cd) for 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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 (therefor, including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated arrangements to which the Indemnitee has consented (provided, however, that the Company must advance expenses for such matters otherwise permissible under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actthis Agreement); (de) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated Initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 is being brought otherwise authorized in Section 12(a) or 12(d) hereof or (iv) otherwise required by Indemnitee to assertapplicable law; provided, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, deemed for purposes of this subsection, Section 7(e) 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 (ef) if a final decision If prohibited by applicable law or public policy as determined by a court having of competent jurisdiction in the matter that is a final adjudication not subject to further appeal shall determine or public policy (and, in this respect, both the Company and Indemnitee have been advised that such the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is not lawfulagainst public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee: (a) any Proceeding): for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policy; (b) paid; for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law; , if Indemnitee is held liable therefor (c) including pursuant to any settlement arrangements); 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations ); for any reimbursement of the Securities and Exchange Commission pursuant Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 954 of the Xxxx-–Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, Act or any rules adopted or promulgated thereunder or in connection with therewith, but in any Proceeding case only if Indemnitee is held liable therefor (or including pursuant to any part of any Proceeding) settlement arrangements); initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 otherwise authorized in connection with a claim not initiated by Indemnitee Section 12 or (Biv) having made any counterclaim (whether permissive otherwise required by applicable law; or mandatory) in connection with any claim not initiated if prohibited by Indemnitee); or (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 lawfulapplicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall is not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment to Indemnitee in the case of (a) and (d), to advance Expenses to Indemniteeconnection with any Proceeding: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by or other indemnity provision, except to the Company extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; provided, however, that any payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at their own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement; or (b) 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 (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceedingc) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (iiiii) 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 (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 lawfullaw.

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 (d), 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act; (d) 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 or more of the Grey Rock Entities, such Grey Rock 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 Grey Rock Entities, such Grey Rock 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 (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 permitted by the DGCL or would otherwise not be lawful.

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 payment in the case of (a) and (d), to advance Expenses to connection with any claim made against Indemnitee: (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 amount beyond the amount paid under such any insurance policypolicy or other indemnity provision; (b) 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 similar provisions of state statutory law or common law; law if it is finally adjudged by a court of competent jurisdiction that such an accounting of profits is required, or (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the purchase or sale of securities of the CorporationCompany, as required in each case under the Exchange Act Act, the rules of any securities exchange on which the Company’s securities are listed or otherwise applicable law (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of or 2002 (the “Xxxxxxxx-Xxxxx Sarbanes Oxley Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of or securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Sarbanes Oxley Act), ) if Indemnitee it is held liable therefor (including pursuant to finally adjudged by a court of competent jurisdiction that any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actsuch reimbursement is required; (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee 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 assertlaw; provided, interpret or enforce Indemnitee’s rights under this Agreement (that for the avoidance of doubt, Indemnitee this clause (c) shall not be deemed, for purposes of this subsection, apply to have initiated counterclaims or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated asserted by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by an action brought against Indemnitee); or (ed) if a final decision for which payment is prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

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 (d), 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) 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 Corporation, 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 the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, 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 (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 lawful.

Exclusions. Notwithstanding any provision in this Agreement (including Section 6 of this Agreement), the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) [except as provided in Section 15 of this Agreement,] for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such insurance policypaid; (b) for an accounting or disgorgement 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 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002 (the “XxxxxxxxSaxxxxxx-Xxxxx ActXct”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSaxxxxxx-Xxxxx ActXct), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation to the extent such reimbursement is required under Section 12(d) 954 of this Agreement, the Doxx-Xrxxx Xxxx Xtreet Reform and Consumer Protection Act or any rules adopted or promulgated thereunder or in connection with therewith, but in any Proceeding case only if Indemnitee is held liable therefor (or including pursuant to any part of any Proceedingsettlement arrangements); (e) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 otherwise authorized in Section 12(d) of this subsectionAgreement, 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 (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (ef) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, consultants, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) Except as provided for in Section 18 hereof, for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid under such paid; provided, however, that payment made to Indemnitee pursuant to an insurance policy;policy 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’s obligations to Indemnitee pursuant to this Agreement. (b) for an accounting or disgorgement 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) 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 CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 is being brought otherwise authorized in Section 12 (a) or 12(d) hereof or (iv) otherwise required by Indemnitee to assertapplicable law; provided, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, deemed for purposes of this subsection, Section 7(d) 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 (e) if a final decision prohibited by applicable law as determined by a court having of competent jurisdiction in the matter that is a final adjudication not subject to appeal shall determine that such indemnification is not lawfulfurther appeal.

Exclusions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, make any indemnification payment in the case of (a) and (d), to advance Expenses to connection with any claim involving Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company policy, except with respect to any excess beyond the amount paid under such any insurance policy;policy or other indemnity provision; or (b) 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 (as defined in Section 2(b) hereof), or similar provisions of state statutory law or common law; , (cii) for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the CorporationCompany, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if ) or (iii) any reimbursement of the Company by Indemnitee is held liable therefor (including of any compensation pursuant to any settlement arrangements) compensation recoupment or in respect of claw-back provisions promulgated under clawback policy adopted by the rules and regulations Board or the compensation committee of the Securities and Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;; or (dc) except as provided in Section 12(d14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized authorizes the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law law, or (iiiiv) such Proceeding is being brought by Indemnitee to assert, interpret establish or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubtAgreement, Indemnitee shall not be deemedor any other statute or law, 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 (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 lawfulotherwise as required under applicable law.

Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any Proceeding (or hold harmless Indemnitee, or, in the case any part of (a) and (d), to advance Expenses to Indemnitee:any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy obtained by the Company policy, indemnity provision, 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 15; (b) for an accounting or disgorgement 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 Securities Exchange Act of 1934, as amended, 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) 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 CorporationCompany, 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 Corporation Company pursuant to Section 304 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), or the payment to the Corporation Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the XxxxxxxxSxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act); (d) except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, Indemnitee against the Company or its directors, officers, employees employees, agents or other indemnitees, unless (i) the Board Company’s board of directors authorized the Proceeding (or any the relevant part of any the 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 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 (Aotherwise authorized in Section 12(d) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (Biv) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated otherwise required by Indemnitee)applicable law; or (e) if a final decision prohibited by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawfulapplicable law.