Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments indemnification pursuant to Section 3 of this Agreement shall be paid by the Company nor shall Expenses be advanced by the Company pursuant to Section 4 of this Agreement if any of the following circumstances exist: 9.1 To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee's benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement shall be made by assigning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company: (a) To indemnify or advance funds . Indemnitee shall reimburse the Company for any sums Indemnitee receives as indemnification from other sources to the extent of any amount paid to Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily that purpose by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made 9.2 On account and to the Indemnitee under a valid and collectible insurance policy, except in respect extent of any excess beyond the amount of payment under such insurance; (c) To indemnify the wholly or partially successful claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; 9.3 In connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable for gross negligence or intentional misconduct in the performance of Indemnitee's duty to the Company unless, and only to the extent that, any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; 9.4 If it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to Indemnitee's having gained any personal profit or advantage to which Indemnitee was not legally entitled; 9.5 Except as otherwise provided in this Agreement (including paragraph 4.1), in connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents, unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Independent Directors (c) there has been a Change of Control, or (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee such indemnification is indemnified provided by the Company otherwise than Company, in its sole discretion, pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of powers vested in the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyCompany under Delaware Law; or (f) If a court of competent jurisdiction finally determines 9.6 Any judgment, fine or penalty that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeprohibited by applicable law from paying as indemnity.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant Notwithstanding Section 8(a) to this Agreement the contrary, the Corporation shall be made not provide for indemnification of the Indemnified Parties for any liability or loss suffered by the CompanyIndemnified Parties, nor shall the Corporation provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Corporation, unless all of the following conditions are met: (ai) To indemnify the Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or advance funds liability was in the best interests of the Corporation; (ii) the Indemnified Party was acting on behalf of or performing services for the Corporation; (iii) such liability or loss was not the result of negligence or misconduct by the Indemnified Party; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Indemnitee Corporation’s net assets and not from stockholders. Furthermore, the Indemnified Party shall not be indemnified for Expenses with respect to any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) Proceedings initiated or brought voluntarily by there has been a successful adjudication on the Indemnitee and not by way merits of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or each count involving alleged material securities law or otherwise as required under applicable law or violations; (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to claims have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach dismissed with prejudice on the merits by a court of the duty of loyaltycompetent jurisdiction; or (fiii) If a court of competent jurisdiction finally determines approves a settlement of the claims against a particular indemnitee and finds that any indemnification hereunder is unlawful. In this respectof the settlement and related costs should be made, the Company and the Indemnitee have court of law considering the request for indemnification has been advised that the Securities and Exchange Commission takes of the position that of the SEC and the published position of any state securities regulatory authority in which securities of the Corporation were offered or sold as to indemnification for liabilities arising under violations of securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteelaws.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; (f) To indemnify the Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under all applicable laws including the Cayman Islands Companies Law and the United States securities laws; or (fg) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; (gh) To indemnify the Indemnitee in connection with IndemniteeXxxxxxxxxx’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeunenforceable.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant None of the indemnifications set forth in Section 5.01 shall be applicable to (1) liability resulting from the design or construction of the Hotel, or (2) that portion of a liability which is covered and paid for by insurance maintained for the Hotel. The standard of performance of which Operator is to be responsible under this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee that, reasonably and diligently exercised, of a professional hotel operator. Settlement of a third party claim shall not by way of defense, except with respect to Proceedings brought to establish or enforce be prima facie evidence that a right to party has triggered an indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to obligation hereunder. Notwithstanding the provisions of Section 16(b5.01 above, neither Lessee nor Operator will assert against the other and each does hereby waive with respect to the other any claims for any losses, damages, liabilities and expenses (including lawyers’ fees and disbursements) incurred or sustained by that party as a result or damage or injury to persons or property arising out of the Act ownership, operation or similar provisions management of any foreign the Hotels, to the extent that the damage and injury are covered by insurance and the proceeds are actually recovered from the insurer. Indemnification by Lessee. Lessee shall indemnify and hold Operator harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expensesin equity, judgments, finesawards, interest or penaltiescommissions, or excise taxes assessed with respect to any employee benefit or welfare planfees, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; costs and expenses (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, attorneys’ fees and expenses), of every kind and nature whatsoever to or of any party connected with or arising out of, or by reason of any gross negligent act or omission, breach of contract, willful misconduct, or tortious actions by Lessee or any Affiliate of Lessee, or any officer, employee, agent, contractor, subcontractor, or other person or entity working for Lessee or any Affiliate of Lessee. The indemnification provisions of this Section 5.03 are subject to the duty limitations set forth in Section 5.02. Lessee will indemnify and hold Operator harmless from all costs, expenses, claims, damages and liabilities, including without limitation, lawyers’ fees and disbursements, arising or resulting from Lessee’s failure following the expiration or earlier termination (for whatever cause) of loyalty; or (f) If a court this Agreement to provide all of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification services contracted for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee business booked on commercially reasonable terms for the Hotels on or prior to the date of such expiration or termination. The provisions of this Section will survive any expiration or termination of this Agreement and will be binding upon Lessee and its successors and assigns, including any successor or assign that becomes the beneficial or legal owner of the Hotels after the effective date of any such expiration or termination. Survival of Indemnity. The provisions of this Article 5 shall survive the expiration or sooner termination of this Agreement with respect to any claim related matters arising out of facts or circumstances occurring during the period prior to any dispute such expiration or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteetermination.

Limitations on Indemnification. No payments pursuant to Notwithstanding any other provision of this Agreement (other than Section 5), Indemnitee shall not be made by the Companyentitled to: (a) To indemnify indemnification hereunder if the Proceeding was one by or advance funds in the right of the Employers and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Employers; it being understood and agreed for avoidance of doubt that, notwithstanding any limitation set forth in this Section 7 regarding the Employers’ obligation to provide indemnification, Indemnitee for shall be entitled under Section 8 to receive advancement of Expenses hereunder with respect to (i) Proceedings initiated or brought voluntarily by the any such Proceeding unless and until Indemnitee and not by way of defenseis adjudged, except with respect to Proceedings brought to establish or enforce in a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate final adjudication of the CompanyProceeding not subject to further appeal, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateliable; (b) To indemnify indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; it being understood and agreed for avoidance of doubt that, notwithstanding any limitation set forth in this Section 7 regarding the Employers’ obligation to provide indemnification, Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed shall be entitled under Section 8 to receive advancement of Expenses hereunder with respect to any employee benefit or welfare plansuch Proceeding unless and until Indemnitee is adjudged, sustained in any a final adjudication of the Proceeding for which payment is actually made not subject to the Indemnitee under a valid and collectible insurance policyfurther appeal, except in respect of any excess beyond the amount of payment under such insuranceto be liable; (c) To indemnify indemnification or advance of Expenses hereunder if the Indemnitee Proceeding was brought by Indemnitee, unless (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 10 of this Agreement, or (ii) either Employer’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which either Employer is a party expressly provides otherwise; (d) indemnification hereunder for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for (i) an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions Xxxx in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions (ii) any reimbursement of Xxxx by the Indemnitee of any foreign bonus or United States federal, state other incentive-based or local statute equity-based compensation or regulation; (d) To indemnify of any profits realized by the Indemnitee for from the sale of securities of Xxxx, as required in each case under the Exchange Act (including any Expenses, judgments, fines, interest such reimbursements that arise pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) or penaltiesSection 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act from an accounting restatement by Xxxx, or excise taxes assessed the payment to Xxxx of profits arising from the purchase, sale or other acquisition or transfer by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act); it being understood and agreed for avoidance of doubt that, notwithstanding any limitation set forth in this Section 7 regarding the Employers’ obligation to provide indemnification, Indemnitee shall be entitled under Section 8 to receive advancement of Expenses hereunder with respect to any employee benefit or welfare plan, for which the related Proceeding unless and until Indemnitee is indemnified by adjudged, in a final adjudication of the Company otherwise than pursuant Proceeding not subject to this Agreement;further appeal, to be liable; or (e) To indemnify the Indemnitee indemnification hereunder for any additional tax, interest or tax penalty which may be imposed on any compensation payable to Indemnitee under the Employment Agreement pursuant to the terms of either Section 409A of the U.S. Internal Revenue Code of 1986 (“Section 409A”) or Section 4999 of the U.S. Internal Revenue Code of 1986 (“Section 4999”); it being understood and agreed, for avoidance of doubt, that the foregoing limitations on the Employers’ obligations under this Section 7 to indemnify and/or provide advancement of Expenses to Indemnitee shall in no event limit, act as a restriction on or otherwise affect (x) any indemnification, reimbursement or advancement of Expenses obligation of the Employers under the Employment Agreement, including without limitation pursuant to the terms of Section 15(b) thereof or (y) any Expenses obligations of the Employers to Indemnitee pursuant to the terms of Section 5 of the Employment Agreement relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest Section 4999 or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account Section 22 of the Indemnitee’s conduct if such conduct shall be finally adjudged Employment Agreement relating to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.Section 409A.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify the Indemnitee against liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) To indemnify or advance funds to the Indemnitee for Expenses expenses with respect to (i) Proceedings Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companycorporate law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (cd) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest or and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;statutory law; and (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines determines, with all rights of appeal having been exhausted or otherwise terminated, that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ed) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hg) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments Notwithstanding any other provision herein to the contrary, the Partnership shall not be obligated pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds expenses to the Indemnitee for Expenses with respect to a Proceeding (or part thereof), however denominated, initiated by Indemnitee, including any Proceeding (or any part thereof) initiated by Indemnitee against the Partnership or the Partnership’s directors, officers, employees or other indemnitees, other than (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings a Proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement or any other statute or law or otherwise as required under applicable law or Agreement, (ii) Expenses incurred a Proceeding (or part thereof) authorized or consented to by the Indemnitee General Partner prior to its initiation, it being understood and agreed that such authorization or consent shall not be unreasonably withheld in connection with preparing to serve any compulsory counterclaim or serving, prior counterclaim or affirmative defense brought or raised by Indemnitee in response to a Change Proceeding otherwise indemnifiable under this Agreement, and (iii) a Proceeding in Controlwhich the Partnership provides indemnification, as a witness in cooperation with any party its sole discretion, pursuant to the powers vested in the Partnership under the Partnership Agreement or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;applicable law. (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed expenses incurred by Indemnitee with respect to any employee benefit Proceeding initiated by Indemnitee to enforce or welfare planinterpret this Agreement, sustained unless Indemnitee is successful in any such Proceeding for which payment is actually made in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses hereunder, or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish its right to indemnification, Indemnitee under a valid and collectible insurance policyis entitled to indemnity for such expenses; provided, except however, that nothing in this Section 10(b) is intended to limit the Partnership’s obligations with respect to the advancement of expenses to Indemnitee in connection with any excess beyond the amount of payment under such insurance;action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 8 hereof. (c) To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitrator or administrative body of competent jurisdiction to have been knowingly fraudulent or constitute willful misconduct as to which there is no further right or option of appeal or the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for time within which an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;appeal must be filed has expired without such filing. (d) To indemnify the Indemnitee for in any Expenses, judgments, fines, interest circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account other adjudication of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court or arbitrator or administrative body of competent jurisdiction finally determines that any indemnification hereunder as to which there is unlawful. In this respect, no further right or option of appeal or the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should time within which an appeal must be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and filed has expired without such Indemniteefiling.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses Other than with respect to Losses which were the result of fraud, a breach of a Company Fundamental Representation or a breach of a JAC Fundamental Representation, the maximum amount the Indemnified Parties shall be entitled to recover in the aggregate with respect to any and all Indemnifiable Claims shall be $7,200,000. IN NO EVENT WILL THE COMPANY OR JAC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF A PARTY HAS BEEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any Indemnifiable Claim, such Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. For purposes of this ARTICLE 9, all Losses shall be computed net of (i) Proceedings initiated or brought voluntarily any insurance proceeds actually received, (ii) any amounts recovered by the Indemnitee and not by way Indemnified Party or any of defense, except its respective Affiliates from any Person with respect to Proceedings such Losses (whether under any agreement for indemnification, contribution or otherwise) and (iii) the amount of any Tax benefit actually realized, in each case by the Indemnified Party (as applicable, or any Affiliate thereof) that is attributable to the Losses to which such claim relates, and with respect to clause (iii) to the taxable period in which such Losses are incurred, treating any item of loss, deduction or credit as a result of such Losses as the last item used in such period, and taking into account any Tax detriment suffered by the Indemnified Parties as a result of such Losses and the receipt of the related indemnity payment (in the case of clauses (i), (ii) and (iii), net of the cost and expense of obtaining any such benefits, proceeds, payments or reimbursements). The Indemnified Party shall use commercially reasonable efforts to pursue, and to cause their respective Affiliates to pursue, all insurance claims, other third-party payments and Tax benefits to which it or they may be entitled in connection with any Losses incurred. If any Indemnified Party actually receives any insurance or other third party payment in connection with any claim for Losses for which it has already received a payment under this ARTICLE 9, it shall pay to the Stockholders or JAC, as applicable, within thirty (30) days after such payment is received, an amount equal to the excess of (x) the amount previously received by such Indemnified Party with respect to such claim plus the amount of such insurance or other third party payment, less the costs of collection and, if insurance proceeds are received, any increase in premiums directly caused by the receipt of such insurance proceeds, over (y) the amount of Losses to which JAC or the Stockholder, as applicable, has become entitled under this Agreement in connection with such claim. For purposes of this Agreement, “Third Party Claim(s)” shall mean any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation brought by a third party. (c) Notwithstanding anything in this Agreement to establish the contrary, for the purpose of calculating the amount of any Losses incurred as a result of any breach of the representations and warranties and covenants contained in this Agreement, any qualification with respect to materiality, Company Material Adverse Effect or enforce a other similar qualification shall be disregarded. (d) Notwithstanding anything else to the contrary set forth herein, the right to indemnification, payment of Losses or any other remedy based on representations, warranties or covenants will not be affected by any investigation conducted with respect to or any knowledge acquired (or capable of being acquired) at any time with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty or covenant. No Indemnified Party shall be entitled to indemnification under this Agreement Section 9 with respect to the breach of any representations or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by warranties unless such Indemnified Party promptly provides notice of an indemnity claim, together with an explanation of the Indemnitee in connection basis of the claim with preparing to serve or servingreasonable specificity therefor, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate expiration of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeapplicable Survival Period.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to (i) Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred Proceedings (or parts thereof) authorized by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateBoard; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, Liabilities sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) If a court of competent jurisdiction finally determines that any indemnification or advances under this Agreement is not permitted by applicable law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties Liabilities sustained in any Proceeding for an accounting of profits made from the purchase or and sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;common law; or (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of Liabilities resulting from the Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute knowingly fraudulent or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteedeliberately dishonest.

Limitations on Indemnification. No payments pursuant to RBB shall not be liable under Section 3 of this Agreement shall be to make any payment in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (b) for which the Indemnitee is actually indemnified by RBB otherwise than pursuant to this Agreement; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Agent of securities of for RBB within the Company pursuant to the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federalcommon law; (d) brought about or contributed to by the active and deliberate dishonesty of the Indemnitee; however, state notwithstanding the preceding clause, the Indemnitee shall be protected to the extent otherwise provided under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or local statute other final adjudication thereof adverse to the Indemnitee shall establish that he committed (i) acts of active and deliberate dishonesty (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated; (e) for actions commenced by a bank regulatory agency against Indemnitee only in which indemnification payments are prohibited by federal law or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If for acts or omissions that involve intentional misconduct or a court knowing and culpable violation of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationlaw; (g) To indemnify for acts or omissions that the Indemnitee in connection with believes to be contrary to the best interests of RBB or its shareholders that involve the absence of good faith on the part of the Indemnitee; (h) for any transaction from which the Indemnitee derived an improper personal benefit; (i) for acts or omissions that show a reckless disregard for the Indemnitee’s personal tax matterduty to RBB or its shareholders in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing Indemnitee’s duties, of a risk of serious injury to RBB or its shareholders; (j) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnitee’s duties to RBB or its shareholders; (k) under Section 310 of the Code [i.e., for any transaction between RBB and (a) a director, or (b) a corporation, firm, or association in which the director has a material financial interest], to the extent the transaction in question is void or voidable in accordance with the terms of said Section; (l) under Section 316 of the Code [i.e., for any distribution to shareholders, and for any loan or guaranty to officers or directors, that violate specified provisions of the Code], to the extent Indemnitee is determined to be liable thereunder; or (hm) To indemnify the Indemnitee with respect to for any claim related to any dispute such further acts or breach arising omissions delineated under any contract or similar obligation between the Company Code Section 204(a) (10) or any of its subsidiaries or affiliates and such Indemniteesuccessor statute thereto.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) a. To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) b. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) c. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) d. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) e. To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) f. If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) g. To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) h. To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from for the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of resulting from the Indemnitee’s 's conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments The Corporation shall not be required to hold Indemnitee harmless or provide indemnification pursuant to this Agreement shall be made by the CompanySection 2: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect or Liabilities for which payment has actually been made to (i) Proceedings initiated or brought voluntarily by the on behalf of Indemnitee and not by way of defenseunder any insurance policy or other indemnity provision, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount paid under any insurance policy or other indemnity provision; or (b) on account of payment under Indemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, which adjudication is not subject to a further right of appeal, or is admitted by Indemnitee, that such insuranceconduct (i) was in bad faith, (ii) was believed by Indemnitee to be opposed to the best interests of the Company, or (iii) in a criminal action or proceeding, constituted conduct that Indemnitee had reasonable cause to believe was unlawful; (c) To indemnify if it shall be determined by a final adjudication of a court, or administrative agency, having jurisdiction in the Indemnitee for matter, which adjudication is not subject to a further right of appeal, that such indemnification is not lawful; (d) on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made arising from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company pursuant to the provisions in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar provisions successor statute; or (e) in connection with any Proceeding (or any part of any foreign Proceeding) initiated by Indemnitee, including any Proceeding (or United States federalany part of any Proceeding) initiated by Indemnitee against the Company or its directors, state officers, employees or local statute or regulation; other indemnitees, unless (di) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penaltiessuch Proceeding is a Permitted Action, or excise taxes assessed (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. For purposes of this Agreement, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any employee benefit criminal action or welfare planproceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company or an Other Enterprise, or on information supplied to such person by the officers of the Company or an Other Enterprise in the course of their duties, or on the advice of legal counsel for which the Indemnitee is indemnified Company or an Other Enterprise or on information or records given or reports made to the Company or an Other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company otherwise than pursuant or an Other Enterprise. The foregoing shall not be deemed to this Agreement; (e) To indemnify be exclusive or to limit in any way the Indemnitee for any Expenses (including without limitation any Expenses relating to circumstances in which a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall person may be finally adjudged deemed to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach met the applicable standard of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeconduct.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or contribution under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification indemnification, contribution or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (i) In connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or contribution under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification indemnification, contribution or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationadjudication ; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (i) In connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx—Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments (a) Any Indemnification Claim required to be asserted by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, on or prior to the expiration of the applicable survival period set forth in Section 9.1, and not asserted, shall be irrevocably and unconditionally released and waived by such party. (b) The calculation of the amount of any Losses for which indemnification is payable under this ARTICLE IX shall be net of any amounts actually recovered by the Indemnified Party under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or Contract pursuant to which or under which such Indemnified Party is a party or has rights (collectively, “Alternative Arrangements”) with respect to such Losses. The Indemnified Party shall use commercially reasonable efforts to seek recovery under all Alternative Arrangements covering any Losses to the same extent as the Indemnified Party would if such Losses were not subject to indemnification hereunder; provided, that notwithstanding the foregoing, nothing in this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect obligate any Buyer Indemnified Party to (i) Proceedings initiated file a lawsuit or brought voluntarily initiate any other Action or expend any funds which would not otherwise be Losses that are indemnifiable hereunder to recover any amounts that may otherwise be owing or collectible under Alternative Arrangements or (ii) prepare or file any Tax Return or disclose any confidential information without customary and reasonable confidentiality protection therefor. In the event that an insurance or other recovery is received by the Indemnitee and not by way of defense, except an Indemnified Party with respect to Proceedings brought any Losses for which any such Indemnified Party has already been indemnified hereunder and has received funds in the amount of the Losses or a portion thereof, then a refund equal to establish the aggregate amount of the recovery shall be made promptly to the Indemnifying Party. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LOSSES MAY INCLUDE CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES (IN THE CASE OF PUNITIVE DAMAGES, ONLY TO THE EXTENT PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY) INCLUDING DAMAGES BASED ON LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT. (d) If the Indemnified Party or enforce any of its Affiliates receives an actual net cash Tax benefit (whether realized in the form of a right refund or a reduction in Tax liability) from being able to claim a Tax deduction, Tax loss or Tax credit, which actual net cash Tax benefit is received in the taxable year of any Loss for which indemnification is payable under this ARTICLE IX or Section 7.2 or received during the next two (2) succeeding taxable years as a result of such Loss, the Indemnified Party shall promptly pay to the Indemnifying Party the amount of such Tax benefit. For the avoidance of doubt, the calculation of the amount of any Losses for which indemnification is payable under this ARTICLE IX or Section 7.2 shall be made without a reduction for the amount of any Tax benefit. (e) In the event of any breach giving rise to an indemnification obligation under this ARTICLE IX, Buyer shall take and cause the Buyer Indemnified Parties to take, commercially reasonable measures to mitigate the consequences of the related breach upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder (it being understood and agreed that knowledge of the Business Employees as of the Closing with respect to facts or circumstances existing prior to the Closing will not be imputed to Buyer and its Affiliates for this purpose); provided, that notwithstanding the foregoing or any other provision herein to the contrary, nothing in this Agreement shall obligate any Buyer Indemnified Party to file a lawsuit or initiate any other Action, expend any funds which would not otherwise be Losses that are indemnifiable hereunder to recover any amounts that may otherwise be owing or collectible, prepare or file any Tax Return or disclose any confidential information without customary and reasonable confidentiality protection therefor. (f) Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this ARTICLE IX shall be paid without duplication and in no event shall any party be indemnified under different provisions of this Agreement for the same Losses. No party hereto shall be obligated to indemnify any other Person with respect to any Losses resulting or arising out of any matter if such matter was included in the calculation of Closing Working Capital pursuant to this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, each party waives and relinquishes any and all rights of set off or to apply monies held or Indebtedness or other obligations now or hereafter owing by such party to the other or any of such other party’s Affiliates against any obligations of such other party or any of its Affiliates now or hereafter existing under this Agreement or any other statute agreement, instrument, certificate or law or otherwise as similar document required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than delivered pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify Any Indemnification Claim required to be made on or advance funds prior to the Indemnitee expiration of the applicable survival period set forth in Section 11.1, and not made in accordance with Section 11.6, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for Expenses an item as contemplated by Section 11.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to (i) Proceedings initiated or brought voluntarily by such item shall be reduced to the Indemnitee and not by way shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Section 11.1 for the assertion of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification claims under this Agreement or any other statute or law or otherwise are the result of arm’s length negotiation between the Parties and that they intend for the time periods to be enforced as required under applicable law or (ii) Expenses incurred agreed by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;Parties. (b) To indemnify Notwithstanding anything to the Indemnitee contrary in this Agreement, no Party shall, in any event, be liable to any other Person for any Expensesconsequential, judgmentsincidental, finesindirect, interest special or penaltiespunitive damages, except, in each case, in the case of Fraud or to the extent payable in respect of a Third Party Claim. (c) In the event of any breach giving rise to an indemnification obligation under this Article XI, the Indemnified Party shall take and cause its Affiliates to take, or excise taxes assessed cooperate with the Indemnifying Party if so requested by the Indemnifying Party in order to take all commercially reasonable measures to mitigate the consequences of the related breach. (d) Notwithstanding anything in this Agreement to the contrary, any amounts payable pursuant to the indemnification obligations under this Article XI shall be paid without duplication and in no event shall any Party hereto be indemnified under different provisions of this Agreement for Losses that have already been paid or otherwise taken into account under this Agreement. Without limiting the generality of the foregoing, Buyer shall make no claim for indemnification under this Article XI in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.3. (e) In calculating any Losses there shall be deducted any insurance proceeds (net of applicable policy deductibles, costs, and expenses actually incurred in connection with making any claim or obtaining such insurance proceeds) and other indemnification, contribution or other similar payments actually recovered by the Indemnified Party or any Affiliate thereof from any third party with respect thereto. If any such proceeds or payments are received by an Indemnified Party or any of its Affiliates with respect to any employee benefit or welfare plan, sustained in any Proceeding for which Losses after payment is actually has been made by an Indemnifying Party to the Indemnitee under a valid and collectible insurance policyIndemnified Party with respect thereto, except in respect of any excess beyond the Indemnified Party shall promptly pay back, or cause its appropriate Affiliates to pay back, the amount of payment under such insurance; proceeds (c) To indemnify up to the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale amount received by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed Indemnified Party with respect to any employee benefit or welfare plansuch Losses, for which subject to the Indemnitee is indemnified by limitations herein) to the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeIndemnifying Party.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, or regulationwhich would cause the Company to violate any undertaking the Company makes to the Securities and Exchange Commission with respect to indemnification; (d) To to indemnify the Indemnitee as to circumstances to which indemnification is prohibited pursuant to applicable law; (e) to indemnify Indemnitee for any Expenses, judgments, fines, interest settlements penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, includinga knowing and culpable violation of law, knowingly fraudulent or deliberately dishonest; (f) to indemnify Indemnitee for any amount paid in settlement of any Proceeding without limitation, breach the prior written consent of the duty of loyaltyCompany, which consent shall not be unreasonably withheld; or (fg) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No The Company shall make no payments pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act Exchange Act, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled; and (f) To indemnify or advance Expenses to Indemnitee for Indemnitee's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between an accounting restatement of the Company or any the payment to the Company of its subsidiaries profits arising from the purchase or affiliates and such Indemniteesale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act). Indemnitee remains subject to the Company’s recoupment policy for incentive-based or equity based compensation.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy or under any other agreement, contract or otherwise, except in respect of any excess beyond the amount of payment under such insuranceinsurance or under any such agreement, contract or otherwise; (c) To indemnify or advance to the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of resulting from the Indemnitee’s 's conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify Except for Survival Carve Outs and Unlimited Liabilities, any Indemnification Claim required to be made on or advance funds prior to the Indemnitee for Expenses expiration of the applicable survival period set forth in Section 8.1, and not made, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect to (i) Proceedings initiated thereto. The Parties further acknowledge that the time periods set forth in Section 8.1, and Survival Carve Outs or brought voluntarily by Unlimited Liabilities for the Indemnitee and not by way assertion of defenseclaims, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise are the result of arm’s length negotiation among the Parties and that they intend for the time periods to be enforced as required under applicable law or (ii) Expenses incurred agreed by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;Parties. (b) To indemnify The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be net of any amounts actually recovered or recoverable by the Indemnitee for Indemnified Party under insurance policies, indemnity or contribution agreements, Contracts or otherwise with respect to such Losses. The Indemnified Party shall seek, and use commercially reasonable efforts to obtain, full recovery of any ExpensesLosses , judgmentsas applicable, finesunder all insurance policies, interest indemnity or penaltiescontribution agreements and Contracts (including seeking indemnification or other redress pursuant to the terms of any Contract to which any of the Company is a party), and shall not be entitled to indemnification hereunder in respect of any such Losses, until after the Indemnified Party shall have recovered all such recoverable amounts. In the event that an insurance, indemnification or excise taxes assessed other recovery or redress is made by any party with respect to any employee Losses, for which any such Person has been indemnified hereunder and has received or retained funds in the amount of the Losses, or portion thereof, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Indemnifying Party. (c) Purchaser shall not be entitled to indemnification pursuant to this ARTICLE VIII (i) with respect to any matter of which Purchaser had knowledge or waived prior to the Closing, (ii) to the extent of any Losses, that have resulted from the fraud, gross negligence or willful misconduct of Purchaser, (iii) to the extent that Purchaser could have mitigated or prevented such Loss, (including by taking the actions required by Section 8.5(b)) or (iv) to the extent that such Loss is due to Purchaser filing a Tax Return, or taking a position for Tax purposes, that is inconsistent with a position taken on a Tax Return that was filed on or before the Closing Date . (d) In calculating the amount of Losses under this ARTICLE VIII which are subject to indemnification under Sections 8.2(a) or 8.2(b), there shall be deducted an amount equal to any Tax benefit to the party claiming such Losses or welfare planto any of its Affiliates from being able to claim a Tax loss or Tax credit as a result of such Losses. (e) Notwithstanding anything to the contrary in this Agreement, sustained no party shall, in any Proceeding event, be liable to any other Person for which payment is actually made any consequential, incidental, indirect, special or punitive damages, loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses or any Taxes. (f) In the event of any breach giving rise to an indemnification obligation under this ARTICLE VIII, the Indemnified Party shall take and cause its Affiliates to take, or cooperate with the Indemnifying Party if so requested by the Indemnifying Party in order to take all commercially reasonable measures to mitigate the consequences of the related breach, provided, however, such cooperation or taking such measures shall not be a condition to making a claim or filing a lawsuit or other legal or non-legal proceeding in any way. (g) Notwithstanding anything to the Indemnitee contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under a valid this ARTICLE VIII shall be paid without duplication and collectible insurance policyin no event shall any Party hereto be indemnified under different provisions of this Agreement for Losses that have already been paid or otherwise taken into account under this Agreement. Without limiting the generality of the foregoing, except Purchaser shall make no claim for indemnification under this ARTICLE VIII in respect of any excess beyond matter that is taken into account in the amount calculation of payment under such insurance; (c) To indemnify any adjustment to the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Purchase Price pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement1.3(a), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or. (h) To indemnify The Parties agree to treat any indemnity payment made pursuant to this ARTICLE VIII as an adjustment to the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates Purchase Price for federal, state, local and such Indemniteeforeign income Tax purposes.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s 's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments indemnification pursuant to Section 3 of this Agreement shall be paid by the Company nor shall Expenses be advanced by the Company pursuant to Section 4 of this Agreement if any of the following circumstances exist: 9.1 To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee’s benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement shall be made by assigning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company: (a) To indemnify or advance funds . Indemnitee shall reimburse the Company for any sums Indemnitee receives as indemnification from other sources to the extent of any amount paid to Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily that purpose by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made 9.2 On account and to the Indemnitee under a valid and collectible insurance policy, except in respect extent of any excess beyond the amount of payment under such insurance; (c) To indemnify the wholly or partially successful claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; 9.3 In connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable for gross negligence or intentional misconduct in the performance of Indemnitee’s duty to the Company unless, and only to the extent that, any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; 9.4 If it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to Indemnitee’s having gained any personal profit or advantage to which Indemnitee was not legally entitled; 9.5 Except as otherwise provided in this Agreement (including paragraph 4.1), in connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents, unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Independent Directors (c) there has been a Change of Control, or (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee such indemnification is indemnified provided by the Company otherwise than Company, in its sole discretion, pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of powers vested in the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyCompany under Delaware Law; or (f) If a court of competent jurisdiction finally determines 9.6 Any judgment, fine or penalty that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeprohibited by applicable law from paying as indemnity.

Limitations on Indemnification. No The Company shall make no payments pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in connection with Indemnitee’s fact any personal tax matterprofit or advantage to which the Indemnitee was not legally entitled; orand (hf) To indemnify the Indemnitee with respect for any Expenses brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be protected under this Agreement to the fullest extent permitted under law as to any claim related claims upon which suit may be brought against the Indemnitee by reason of any alleged dishonesty on the Indemnitee’s part, unless a judgment or other final adjudication thereof adverse to any dispute the Indemnitee shall establish that the Indemnitee committed (i) acts of active and deliberate dishonesty, or breach arising under any contract or similar obligation between (ii) with actual dishonest purpose and intent, which acts were material to the Company or any cause of its subsidiaries or affiliates and such Indemniteeaction so adjudicated.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee and not by way of defense, defense except with respect to Proceedings actions brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy acquired by the Company or one of its subsidiaries, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which the Indemnitee has been or is indemnified by the Company otherwise than pursuant to this Agreement; (d) indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (de) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged adjudicated by a court of competent jurisdiction (i) to have been knowingly fraudulent, a knowing violation of law, deliberately dishonest or in violation of Indemnitee’s duty of loyalty to the Company or (ii) to have involved willful misconduct, including, without limitation, breach misconduct on the part of the duty of loyaltyIndemnitee; or (f) If if a court of competent jurisdiction finally determines shall enter a final order, decree or judgment to the effect that any such indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such the indemnification or advancement of Expenses in each such case may be provided by the Company Employer in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatethe action; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such the insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes in connection with any Proceeding where a court of competent jurisdiction has determined that (i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest or penaltiesof Employer, or excise taxes assessed (ii) with respect to any employee benefit or welfare planProceeding which is of a criminal nature, on account of the Indemnitee’s Executive had reasonable cause to believe his conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltywas unlawful; or (f) If if a court of competent jurisdiction finally determines enters a final order, decree or judgment to the effect that any indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ed) To indemnify the Indemnitee for any Expenses (including including, without limitation limitation, any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hg) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds No Indemnified Party will be entitled to indemnification to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect extent of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If Losses that a court of competent jurisdiction finally determines has determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification (provided that the bad faith, gross negligence or willful misconduct of any Company prior to the Closing shall not affect the Acquiror Indemnified Parties’ indemnification rights). (b) Notwithstanding any other provision of this Agreement to the contrary, no Person shall be entitled to indemnification under this Article X for (i) any Losses to the extent such Losses are reflected in the Closing Date Statement, (ii) consequential or indirect damages, or (iii) any special, multiple, exemplary or punitive damages (except to the extent payable in connection with a Third-Party Claim based on or arising out of a Third-Party Claim), or lost profits, diminution in value or any damages based on any type of multiple. (c) In determining the amount of any Losses for which the Indemnified Parties are entitled to indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom (i) the amount of any cash received, or reduction in cash payments that would have been due and payable, by the Indemnified Party or any of its Affiliates in respect of Taxes with respect to the Tax year in which the indemnifiable Loss is sustained or any prior Tax year, which receipt or reduction of cash is attributable to any Tax benefits applicable to the indemnifiable Losses (“Tax Offset”) (ii) the amount of any insurance proceeds from a third-party insurer (but not a captive insurance company) actually received by such Indemnified Parties in respect of such Losses, in each case net of costs and expenses incurred by such Indemnified Parties or their Affiliates in connection with such recovery and (iii) any other amounts actually recovered from a third party pursuant to indemnification or otherwise in respect of such Losses. All Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses for which such Indemnified Parties are entitled or may be entitled to indemnification under this Article X. In the event that an Indemnified Party is entitled to any Tax Offset, insurance, indemnification or other recovery from any third party with respect to any Losses for which such Indemnified Party seeks indemnification, such Indemnified Party shall use commercially reasonable efforts to claim and obtain any such Tax Offset, insurance recovery or indemnification. In the event that any Tax Offset, insurance proceeds or other amounts from any third party are actually recovered or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder is unlawful. In this respectin respect of the claims to which such Tax Offset, insurance proceeds or other amounts relate, the Company and portion of such indemnification payment equal to the Indemnitee have been advised that amounts so recovered or realized in excess of the Securities and Exchange Commission takes aggregate amount of Losses incurred by the position that Indemnified Party shall promptly be refunded to the Indemnifying Party, not to exceed the amount of indemnification for liabilities payments theretofore paid by the Indemnifying Party in respect of such Losses. (d) No Indemnified Party shall be entitled to recover any amount relating to any matter arising under securities laws one provision of this Agreement to the extent such Indemnified Party (or other Acquiror Indemnified Parties in the event of an Acquiror Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) had previously recovered such amount with respect to such matter pursuant to that or other provisions of this Agreement. (e) No Indemnified Party shall be entitled to indemnification pursuant to this Article X, for any Loss, cause of action or claim that is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than a Loss, cause of action or claim that has, in fact, occurred or been asserted, claimed or filed against public policy and issuch Indemnified Party by a third party or paid or incurred by such Indemnified Party. (f) Notwithstanding any other provision of this Agreement to the contrary, thereforeno Acquiror Indemnified Party shall be entitled to indemnification under Section 10.2(a)(iv) or Section 10.2(a)(v) in respect of any Losses which occur or are increased as a result of the entry into force of, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;or any change in, after the Closing Date, any Law, even if such entry into force or change has retroactive effect. (g) To indemnify Notwithstanding any other provision of this Agreement to the Indemnitee contrary, the aggregate indemnification obligations of Sellers (i) pursuant to Section 10.2(a)(ii) or Section 10.2(a)(v) shall in connection with Indemnitee’s personal tax matter; or no event exceed the Purchase Price and (hii) To indemnify the Indemnitee with respect pursuant to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeSection 10.2(a)(iv) shall in no event exceed $40,000,000.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for resulting from Indemnitee's conduct which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to a violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefore; (b) for which payment is actually made to Indemnitee under a valid and collectible insurance policy or regulationunder a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement and except to the extent amounts are thereafter “clawed back” or otherwise under dispute under such insurance policy, indemnity clause, bylaw or agreement; (c) if a court of competent jurisdiction determines in a final decision or verdict, to which all rights of appeal have either lapsed or been exhausted, that the indemnification is unlawful; (d) To indemnify the Indemnitee for in connection with any Expenses, judgments, fines, interest proceeding (or penaltiespart thereof) initiated by Indemnitee, or excise taxes assessed with respect any proceeding by Indemnitee against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to any employee benefit or welfare planenforce a right to indemnification pursuant to Section 4(b) hereof, for which (ii) such indemnification is expressly required to be made by law, (iii) the Indemnitee is indemnified proceeding was authorized by the Company otherwise than Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its sole discretion, pursuant to this Agreementthe powers vested in the Company under the Code; (e) To indemnify if the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)action, judgments, fines, interest suit or penalties, or excise taxes assessed proceeding with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If which a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims claim for indemnification should be submitted is made by Indemnitee arose from or is based upon any solicitation of proxies by Indemnitee, or by a group of which he or she was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to appropriate courts act together for adjudication; (g) To indemnify the Indemnitee purpose of soliciting proxies, in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect opposition to any claim related to any dispute or breach arising under any contract or similar obligation between solicitation of proxies approved by the Company or any Board of its subsidiaries or affiliates and such IndemniteeDirectors.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; (gh) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to voluntarily serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify the Indemnitee against liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) To indemnify or advance funds to the Indemnitee for Expenses expenses with respect to (i) Proceedings Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companycorporate law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (cd) To indemnify the Indemnitee for any Expenses, judgments6 7 judgment, fines, interest or and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;statutory law; and (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyIowa law, but such indemnification Indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if a majority of the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ER1SA excise taxes assessed with respect for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (c) To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; however, the Company will not unreasonably withhold its consent to any employee benefit proposed settlement; (d) To indemnify the lndemnitee for any Expenses, judgments, fines, penalties or welfare plan, sustained in any Proceeding ERISA excise taxes for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (ce) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory 1aw; (df) To indemnify the Indemnitee for against any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect based upon or attributable to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be having been finally adjudged to have been knowingly fraudulent, deliberately dishonest gained any personal profit or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted advantage to appropriate courts for adjudicationwhich he or she was not legally entitled; (g) To indemnify the Indemnitee in connection with for any Expenses. judgments, fines, penalties or ERISA excise taxes resulting from Indemnitee’s personal tax matterconduct which is finally adjudged to have been willful misconduct, knowingly fraudulent, deliberately dishonest or in violation of indemnitee’s duty of loyalty to the Company; or (h) To indemnify the Indemnitee with respect to If a court of competent jurisdiction shall finally determine that any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeindemnification hereunder is unlawful.

Limitations on Indemnification. No payments pursuant Notwithstanding any other provision herein to the contrary, the Corporation will not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnified Party: (ai) To indemnify or advance funds to in respect of liability that the Indemnitee for Expenses Indemnified Party may not be relieved from at law, unless a court of competent jurisdiction has made an order authorizing the indemnification, (ii) with respect to (i) Proceedings any Claim initiated or brought voluntarily by the Indemnitee and not by way Indemnified Party or in which he or she is joined as a plaintiff without the written agreement of defensethe Corporation, except with respect to Proceedings for any Claim brought to establish or enforce a right to indemnification under this Agreement or any other statute statute, regulation, rule or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;law, (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made Claim arising from the purchase or and sale by the Indemnitee Indemnified Party of securities of the Company pursuant to the provisions in violation of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, or any similar provisions applicable law of any foreign jurisdiction, if the Indemnified Party is held liable after a final adjudication to which all rights of appeal have either lapsed or United States federal, state or local statute or regulation;been exhausted, (div) To indemnify the Indemnitee for any Expensescosts, judgments, fines, interest or penaltiescharges and expenses which have been paid to, or excise taxes assessed on behalf of, the Indemnified Party under any applicable policy of insurance or any other arrangements maintained or made available by the Corporation or any Other Entity for the benefit of its respective Indemnified Parties or officers, or (v) with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified claims by the Company otherwise than Corporation or an Other Entity for the forfeiture, recovery or recoupment of compensation received by the Indemnified Party from such entity pursuant to this Agreement; (ei) To indemnify the Indemnitee for any Expenses (applicable laws, including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penaltiesapplicable securities laws, or excise taxes assessed applicable stock exchange requirements or (ii) any applicable clawback or recoupment policy or arrangement of the Corporation or an Other Entity with respect to any compensation earned by the Indemnified Party in his or her capacity as an director, officer, trustee or employee benefit or welfare plan, on account of the Indemnitee’s conduct if Corporation or an Other Entity subsequent to the implementation of such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest policy or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteearrangement.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or law, (ii) Expenses incurred with respect to Proceedings (or parts thereof) authorized by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the CompanyBoard, or any director(iii) as otherwise required under applicable law, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate regardless of whether the Company, but Indemnitee ultimately is determined to be entitled to such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateExpenses; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, Liabilities sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) If a court of competent jurisdiction finally determines that any indemnification or advances under this Agreement is not permitted by applicable law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties Liabilities sustained in any Proceeding for an accounting of profits made from the purchase or and sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;common law; or (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of Liabilities resulting from the Indemnitee’s 's conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute knowingly fraudulent or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteedeliberately dishonest.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments Notwithstanding anything to the contrary set forth in this Agreement, and not in limitation of the restrictions of the Company’s liability under applicable law, no indemnity pursuant to this Agreement shall be made paid by the Company: : (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law; (b) on account of Indemnitee’s conduct that was knowingly fraudulent or regulation; deliberately dishonest, or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that constituted a breach of Indemnitee’s duty of loyalty to the Company or resulted in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the payment has actually been made to Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; under a valid and collectable insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, by-law or agreement; (e) To indemnify the Indemnitee for any Expenses if indemnification is not lawful (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)and, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; ); or (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the any Proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or its directors, officers, employees or other agents other than as set forth in Section 12 above, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Delaware General Corporation Law; provided, however, that until the final and non-appealable determination by a court of competent jurisdiction as to any of its subsidiaries or affiliates and the foregoing, the Indemnitee shall be entitled to indemnification hereunder (including Expenses) so long as the Indemnitee executes an undertaking to reimburse the Company promptly upon any such Indemniteedetermination.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including including, without limitation limitation, any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or contribution under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification indemnification, contribution or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement The indemnification provided for in Section 7.3 hereof shall be made by subject to the Companyfollowing limitations and conditions: (a) To indemnify No Stockholder shall be liable for any Losses resulting from any inaccuracy in any representation or advance funds warranty of the Company or the Stockholders contained in this Agreement unless written notice of entitlement to the Indemnitee for Expenses make a claim (whether or not any monetary Losses have actually been suffered) with respect to (i) Proceedings initiated such Losses is given by an Industrialex Indemnified Party on or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Controlthe expiration of the survival of the particular representation or warranty at issue, as a witness set forth in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;Section 7.1 above. (b) To indemnify the Indemnitee Industrialex shall not be liable for any Expenses, judgments, fines, interest Losses resulting from any inaccuracy in any representation or penalties, warranty of Industrialex contained in this Agreement unless written notice of entitlement to make a claim (whether or excise taxes assessed not any monetary Losses have actually been suffered) with respect to any employee benefit such Losses is given by a Company Indemnified Party on or welfare plan, sustained in any Proceeding for which payment is actually made prior to the Indemnitee under a valid and collectible insurance policyexpiration of the survival of the particular representation or warranty at issue, except as set forth in respect of any excess beyond the amount of payment under such insurance;Section 7.1 above. (c) To indemnify In the Indemnitee for event that a Stockholder is required to make any Expensespayment under this Agreement, judgmentssuch Stockholder shall promptly pay to the Industrialex Indemnified Party the amount so determined. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, finesthe Stockholder shall nevertheless pay when due such portion, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities if any, of the Company pursuant obligation as shall not be subject to dispute. The difference, if any, between the provisions of Section 16(b) amount of the Act or similar provisions of any foreign or United States federalobligation ultimately determined as properly payable under this Agreement and the portion, state or local statute or regulation;if any, theretofore paid shall bear interest as provided in Section 7.6. (d) To indemnify In the Indemnitee for event that Industrialex is required to make any Expensespayment under this Agreement, judgments, fines, interest or penalties, or excise taxes assessed with respect Industrialex shall promptly pay to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant Indemnified Party the amount so determined. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement;, Industrialex shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between (e) To Notwithstanding any other provision of this Article VII, no Indemnifying Party shall be obligated to indemnify an Indemnified Party under Section 7.2 unless the Indemnitee aggregate amount of the Loss incurred by the Indemnified Party or Indemnified Parties exceeds the sum of $120,000 (the "Deductible") prior to the expiration of the applicable representations as set forth in Section 7.1 at which point the Indemnifying Party shall be liable for the amount of such loss in excess of the Deductible. In addition, no Stockholder shall be obligated to indemnify Industrialex, and Industrialex shall not be obligated to indemnify any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce Stockholder for losses in excess of the amount of consideration received by such Stockholder hereunder. For purposes of this Agreementsubsection 7.3(e), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct Special Warrants received by the Stockholders hereunder shall be finally adjudged deemed to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach a value of the duty $1.00 for each share of loyalty; or (f) If a court Industrialex common stock issuable upon exercise of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeSpecial Warrant.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defensedefence, except with respect unless (i) the Board authorised the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred under this Agreement (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish a right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify to the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which extent the Indemnitee is entitled to be indemnified other than by the Company otherwise than pursuant to this Agreementor a subsidiary of the Company; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts the court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the SEC) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a), in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the Xxxxxxxx-Xxxxx Act), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx—Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to The Corporation shall not be ------------------------------ obligated under this Agreement shall be made by to make any payment of Expenses to the CompanyIndemnitee: (a) To indemnify or advance funds to which payment the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily Corporation is prohibited by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, from paying as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateindemnity; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible an insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify resulting from a claim, issue or matter decided in a Proceeding adversely to the Indemnitee for based upon or attributed to the Indemnitee gaining any Expensespersonal profit or advantage to which Indemnitee was not legally entitled; (d) resulting from a claim, judgments, fines, interest issue or penalties sustained matter decided in any a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to Corporation within the provisions meaning of Section 16(b) of the Act Act, or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementcommon law; (e) To indemnify in connection with a claim, issue or matter in any Proceeding brought about or contributed to by the dishonesty of the Indemnitee for seeking payment hereunder; provided, that notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any Expenses (including without limitation claims, issues or matters upon which suit may be brought against him by reason of any Expenses relating to alleged dishonesty on his part, unless it shall be decided in a Proceeding attempting that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account the cause of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyaction so adjudicated; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify any Proceeding initiated by the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company Corporation or any director or officer of its subsidiaries the Corporation (other than a Proceeding initiated by Indemnitee pursuant to Section 6(b)) unless the Corporation has joined in or affiliates consented to the initiation of such Proceeding. For purposes of this Section and Section 5, the phrase "decided in a Proceeding" shall mean a decision by a court, arbitrator or other judicial agent having the requisite legal authority to make such Indemniteea decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments Subject to any limitations contained therein, all representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and shall expire twenty-four months after the Closing Date, except (i) as to any matter as to which a claim is submitted in writing to the indemnifying party prior to the applicable expiration date and identified as a claim for indemnification pursuant to this Agreement Agreement; (ii) as to any representation or warranty relating to ownership or title to the Shares or the Company's assets, including real property, which shall be made not expire; (iii) as to any matter which is based upon willful fraud by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses indemnifying party under a final nonappealable judgment with respect to which the representations and warranties set forth in this Agreement shall expire only upon expiration of the applicable statute of limitations plus one year, however, in no event longer than a total of ten (i10) Proceedings initiated years from the Closing Date; (iv) as to any representation or brought voluntarily by warranty concerning tax or environmental matters, which shall expire only upon the Indemnitee expiration of the applicable statute of limitations plus one year; and not by way of defense, except with respect (v) as to Proceedings brought any representation or warranty concerning the authority to establish or enforce a right to indemnification under execute this Agreement or any of the other statute documents contemplated hereby, which shall not expire. No claim or law action for indemnity pursuant to Sections 6.1. or otherwise as required 6.2. hereof for breach of any representation or warranty shall be asserted or maintained by any party hereto after the expiration of such representation or warranty pursuant to the preceding sentence except for claims made in writing prior to such expiration and actions (whether instituted before or after such expiration) based on any claim made in writing prior to such expiration. Notwithstanding any other provisions contained in this Agreement, (a) neither Buyer nor Sellers shall be entitled to receive any amount under applicable law this Section 6. which exceeds the Purchase Price, and the parties understand that Buyer's payment of the Purchase Price does not reduce Buyer's liability for payments under this Section 6.; (b) Buyer shall not be entitled to payment under this Section 6. except for the amount by which the aggregate of all claims hereunder which have not theretofore been reimbursed to Buyer exceeds the sum of $63,000.00; and (c) Sellers shall not be entitled to payment under this Section 6. except for the amount by which the aggregate of all claims hereunder which have not theretofore been reimbursed to Sellers, exceeds $63,000.00. In the event the $63,000.00 threshold mentioned in clause (a) or (iib) Expenses incurred by of the Indemnitee in connection with preparing to serve preceding sentence is exceeded, Buyer or serving, prior to a Change in ControlSellers, as a witness the case may be, shall have the right to seek reimbursement of said threshold amount from Sellers or Buyer, as the case may be, under this Section 6. In addition, the foregoing threshold amount shall not apply to the Adjustment Amount. Notwithstanding anything contained in cooperation with this Section 6.6., the limits on indemnification contained in the preceding sentence shall exclude any obligations specifically assumed by any party or entity who or which has threatened or commenced any action or proceeding against in this Agreement, including without limitation, the Companyobligations relating to taxes, or any directorbrokers as described in Sections 3.21., officer5.2. and 9.5., employeerespectively. After the Closing, trustee, agent, representative, subsidiary, parent corporation or affiliate of Buyer shall cause the Company, but such indemnification or advancement of Expenses in each such case may be provided Company to maintain commercially reasonable third party insurance consistent with the insurance maintained EX-220 by the Company if prior to the Board finds it Closing. The amount any indemnifying party is or may be required to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect pay to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than party pursuant to this Agreement; (e) To indemnify Section 6. shall be reduced by any insurance proceeds or other amounts actually recovered by or on behalf of the Indemnitee for indemnified party, and no insurance company or any Expenses (including without limitation other third party shall be a beneficiary of Sellers' or Buyer's indemnity obligations under this Agreement and in no way shall any Expenses relating to obligations of any insurance company or other third party be reduced or mitigated as a Proceeding attempting to enforce result of this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement indemnity shall be made paid by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with in respect to (i) Proceedings initiated remuneration paid to Indemnitee if it shall be determined by a final judgment or brought voluntarily by the Indemnitee and not by way other final adjudication that such remuneration was in violation of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriatelaw; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law; (c) on account of Indemnitee’s conduct that is established by a final judgment as knowingly fraudulent or regulationdeliberately dishonest or that constituted willful misconduct; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect on account of Indemnitee’s conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant or resulting in any personal profit or advantage to this Agreementwhich Indemnitee was not legally entitled; (e) To indemnify the for which payment is actually made to Indemnitee for under a valid and collectible insurance policy or under any Expenses (including without limitation valid and enforceable non-Company indemnity clause, bylaw or agreement, except in respect of any Expenses relating to a Proceeding attempting to enforce this Agreement)excess beyond payment under such insurance, judgmentsclause, fines, interest bylaw or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; oragreement; (f) If a court of competent jurisdiction finally determines that any if indemnification hereunder is unlawful. In not lawful (and, in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (g) To indemnify if the action, suit or proceeding with respect to which a claim for indemnity is made by Indemnitee arose from or is based upon any of the following: (i) any solicitation of proxies by Indemnitee, or by a group of which he or she was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in connection with Indemnitee’s personal tax matterwriting) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Board of Directors; or (ii) any activities by Indemnitee that constitute a breach of or default under any agreement between Indemnitee and the Company; or (h) To indemnify the in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4 hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemniteesole discretion, pursuant to the powers vested in the Company under the Code.

Limitations on Indemnification. No payments Notwithstanding anything in Section 8.2 to the contrary, no Indemnified Party shall be entitled to be indemnified for any Loss incurred, accrued or sustained by such Indemnified Party as a result of any breach or inaccuracy of a representation or warranty of Seller contained in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement until the Indemnified Parties, or any of them, have delivered to Seller and the Escrow Agent one or more Claim Certificates identifying Losses incurred, accrued or sustained in excess of the Basket Amount, in which case the Indemnified Parties, or any of them, shall be made entitled to recover all Losses so identified above the Basket Amount. Notwithstanding the immediately preceding sentence, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any Loss incurred, accrued or sustained by the Company: (a) To indemnify an Indemnified Party arising or advance funds to the Indemnitee for Expenses resulting from fraud or fraudulent misrepresentation with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee representations and not by way warranties of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under Seller contained in this Agreement or in any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or servingcertificate, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Companyinstrument, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than other document delivered pursuant to this Agreement; (e) To indemnify . Following the Indemnitee for Closing, the maximum liability of Seller under this Agreement as a result of any Expenses (including without limitation breach or inaccuracy of a representation or warranty of Seller contained in this Agreement or a breach or inaccuracy of a representation or warranty in any Expenses relating certificate, instrument, or other document delivered pursuant to a Proceeding attempting to enforce this Agreement), judgmentsexcept in the case of intentional, finesknowing or willful breach of this Agreement, interest or penaltiesfraud, or excise taxes assessed with respect similar circumstances, shall not exceed $12,750,000. With regard to any employee benefit or welfare plan, on account item (f) of the Indemnitee’s conduct if first sentence of Section 8.2, (a) the maximum liability of Seller under this Agreement with regard to such conduct item shall be finally adjudged not exceed the Purchase Price and (b) Seller's indemnity obligations for amounts paid in settlement by Indemnified Parties in any final settlement of claims with regard to have been knowingly fraudulentsuch item shall not exceed the reasonable settlement amounts incurred, deliberately dishonest sustained or willful misconduct, accrued in connection with such settlement (including, without limitationfor avoidance of doubt, breach of the duty of loyalty; orany legal and other costs in connection therewith)." (f) If a court The third sentence of competent jurisdiction finally determines that SECTION 8.4(A) of the APA is hereby deleted and restated to read in its entirety as follows: "Except as set forth in the second to last sentence of Section 8.3, nothing herein shall prohibit any indemnification hereunder is unlawful. In this respect, Indemnified Party from seeking recovery pursuant to Section 8.2 directly from Seller or its successors for any Losses exceeding the Company and amounts contained in the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeEscrow Fund."

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), Section 306 of the Sxxxxxxx-Xxxxx Act or Section 954 of the Dxxx–Fxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No Notwithstanding anything contained in this Agreement to the contrary, no payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for (i) Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee or an entity in which the Indemnitee was an officer, director, employee, owner or agent at the time the claim arose and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, which are actually levied against or excise taxes assessed with respect to any employee benefit or welfare plan, sustained by the Indemnitee in any Proceeding for which payment is has been actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; provided, however, that nothing in this clause (b) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (c) To indemnify the Indemnitee for any Expenses, judgments, finesfines or penalties, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this AgreementAgreement and as to which payment has been actually made to the Indemnitee under such other indemnification obligations, except in respect of any excess beyond the amount of payment under such other indemnification obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest fines or penalties, for which the Indemnitee is indemnified, or excise taxes assessed with the payment of which is guaranteed, by a Company affiliate or another third party and as to which payment has been actually made to the Indemnitee under such other indemnification or guaranty obligations, except in respect of any excess beyond the amount of payment under such other indemnification or guaranty obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (f) To indemnify the Indemnitee for any employee benefit Expenses, judgments, fines or welfare planpenalties, on account of the Indemnitee’s 's conduct if such conduct shall be finally (i) adjudged to have been knowingly fraudulentfraudulent or to constitute willful misconduct or recklessness by a court of competent jurisdiction in a final determination from which there is no appeal or as to which the applicable period for appeal has expired or (ii) not to have been in good faith and in a manner he or she reasonably believed to be in, deliberately dishonest or willful misconductnot opposed to, including, without limitation, breach the best interests of the duty of loyaltyCompany; or (fg) If a court of competent jurisdiction finally determines reaches a final determination from which there is no appeal or as to which the applicable period for appeal has expired that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Xxxxxxxxxx’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be that is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulentcaused by the Indemnitee's dishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder; or k. in connection with any loss, recovery or return of Recoverable Compensation (as defined in the Company’s Incentive Compensation Clawback Policy) for which the Compensation Committee of the Board of Directors of the Company has determined to seek recoupment, pursuant to such Policy, Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time, and Rule 10D-1 of the Act; provided, however, if Indemnitee is successful on the merits in the defense of any claim asserted again Indemnitee in a proceeding to recoup Recoverable Compensation, Indemnitee shall be indemnified for the Expenses Indemnitee reasonably incurred to defend such claim. Indemnitee hereby knowingly, voluntarily and intentionally waives, and agrees not to assert any claim regarding, all indemnification, advancement of Expenses and other rights to which the Indemnitee is now or becomes entitled to under this Agreement, the certificate of incorporation and bylaws and governing documents of the Company and each of its subsidiaries, in each case to the extent such waiver and agreement is necessary to give effect to the preceding sentence of this paragraph. Indemnitee agrees and acknowledges that the compensation Indemnitee has or will receive from the Company or any of its subsidiaries constitutes fair and adequate consideration in exchange for the waiver and agreement provided by Indemnitee in this paragraph.

Limitations on Indemnification. No payments (A) Anything herein to the contrary notwithstanding, the Corporation shall have no obligation to pay any indemnity or to advance any expenses to the Indemnitee pursuant to this Agreement shall be made by Article III if and to the Companyextent: (ai) To indemnify or advance funds to The Indemnitee did not act in good faith and in a manner the Indemnitee for Expenses reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defenseany criminal proceeding, except with respect had reasonable cause to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or believe his/her conduct was unlawful; (ii) Expenses incurred The Indemnitee actually receives such payment under any insurance policy, other agreement or contract, statute, bylaw or otherwise; (iii) A court having jurisdiction in the matter shall, by the Indemnitee in connection with preparing to serve or servingfinal decision, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but determine that such indemnification or advancement of Expenses expenses is unlawful; or (iv) The Indemnitee misrepresented or failed to disclose a material fact in each such case may be provided making the request for indemnification or advancement. (B) The termination of any Proceeding described in Section 3.1 of this Agreement or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the Company if right of the Board finds it Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be appropriate; (b) To indemnify in or not opposed to the Indemnitee for any Expensesbest interests of the Corporation or, judgments, fines, interest or penalties, or excise taxes assessed with respect to a criminal proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful. (C) Notwithstanding any employee benefit other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee advancement of expenses under a valid and collectible insurance policy, except this Agreement in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for Proceeding or Derivative Proceeding, or any Expensesclaim, judgmentsissue or matter therein, finesbrought, interest made or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale raised by the Indemnitee against the Corporation as a party, intervenor, amicus curiae or otherwise, unless the same was brought, made or raised after the occurrence of securities a Change of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeControl.

Limitations on Indemnification. No payments pursuant to Notwithstanding any other provision of this Agreement shall be made by the CompanyAgreement: (a) To the extent that the Stockholders and/or Parent shall have any obligation to indemnify and hold harmless any other person hereunder, such obligation shall not include lost profits or advance funds other consequential, special, punitive, incidental or indirect damages (and the injured party shall not recover for such amounts), other than to the Indemnitee for Expenses extent any such damages are asserted by a third party against an indemnified party in a Third Party Claim. (b) Parent and the Stockholders Representative, acting on behalf of the Stockholders, shall cooperate with each other with respect to resolving any claim or liability that may lead to Losses hereunder including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. (c) Parent and the Stockholders Representative, acting on behalf of the Stockholders, further acknowledge and agree that, other than (i) Proceedings initiated the representations and warranties of the Company and the Stockholders contained in Article III of this Agreement and the other Transaction Agreements and the covenants of the Company contained in this Agreement and the other Transaction Agreements, and (ii) the representations and warranties of Parent and Sub contained in Article IV of this Agreement and the other Transaction Agreements and the covenants of Parent and Sub contained in this Agreement and the other Transaction Agreements, there are no representations, warranties or brought voluntarily by covenants of the Indemnitee Company, the Stockholders Representative, the Stockholders or Parent and not by way of defenseSub, except as the case may be, either expressed or implied, with respect to Proceedings brought the transactions contemplated by this Agreement and the other Transaction Agreements. Each of the parties hereto hereby acknowledges and agrees that in connection with the transactions set forth herein, Parent and the Company have received certain estimates, projections, forecasts and similar forward-looking statements relating to establish the future operating and financial performance of the other party and no representation or enforce a warranty is being made by or on behalf of either party with respect to such matters. (d) Notwithstanding anything contained in this Agreement to the contrary, no party shall have any right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed Article IX with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made Losses to the Indemnitee under a valid extent (and collectible insurance policy, except in respect only to the extent) such Losses (i) arise primarily out of any excess beyond action or inaction of such party; (ii) arise solely out of changes after the amount Closing Date in applicable Law or interpretations or applications thereof; or (iii) are duplicative of payment under such insurance;Losses that have previously been recovered hereunder. (ce) To indemnify the Indemnitee for Upon payment in full of any Expensesclaim arising under Section 9.05(c) (an “Inter-Party Claim”), judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to such Section 9.05(c) or the provisions of Section 16(b) of the Act or similar provisions payment of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed judgment with respect to a Third Party Claim pursuant to Section 9.05, the indemnifying party shall be subrogated to the extent of such payment to the rights of the indemnified party against any employee benefit person with respect to the subject matter of such Inter-Party Claim or welfare planThird Party Claim, unless the indemnified party has a continuing commercial relationship with the counterparty to the Third Party Claim or Inter-Party Claim (other than any insurance company that has issued an insurance policy that is applicable to such Third Party Claim or Inter-Party Claim). The indemnified party shall assign or otherwise reasonably cooperate with the indemnifying party to assign, at the cost and expense of the indemnified party, any and all rights to pursue any claims against, or otherwise recover amounts from, any person liable or responsible for any Losses for which the Indemnitee is indemnified by the Company otherwise than indemnification has been received pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or law, (ii) Expenses incurred with respect to Proceedings (or parts thereof) authorized by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the CompanyBoard, or any director(iii) as otherwise required under applicable law, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate regardless of whether the Company, but Indemnitee ultimately is determined to be entitled to such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateExpenses; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, Liabilities sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) If a court of competent jurisdiction finally determines that any indemnification or advances under this Agreement is not permitted by applicable law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties Liabilities sustained in any Proceeding for an accounting of profits made from the purchase or and sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;common law; or (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of Liabilities resulting from the Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute knowingly fraudulent or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteedeliberately dishonest.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for (i) Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest forfeitures, disgorgement or penalties, or excise taxes or other amounts assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee in any Proceeding for which payment is has been actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; provided, however, that nothing in this clause (b) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest forfeitures, disgorgements or penalties penalties, sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, or similar provisions of any foreign or United States federal, state or local statute or regulation;regulation that prohibits indemnification. (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest forfeitures, disgorgements or penalties, or excise taxes or other amounts assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this AgreementAgreement and as to which payment has been actually made to the Indemnitee under such other indemnification obligations, except in respect of any excess beyond the amount of payment under such other indemnification obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest forfeitures, disgorgements or penalties, or excise taxes or other amounts assessed with respect to any employee benefit plan, for which the Indemnitee is indemnified, or welfare the payment of which is guaranteed, by a Company affiliate or another third party and as to which payment has been actually made to the Indemnitee under such other indemnification or guaranty obligations, except in respect of any excess beyond the amount of payment under such other indemnification or guaranty obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (f) To indemnify the Indemnitee for any Expenses, judgments, fines, forfeitures, disgorgements or penalties, or excise taxes or other amounts assessed with respect to any employee benefit plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest fraudulent or willful misconduct, including, without limitation, breach misconduct by a court of competent jurisdiction in a final determination from which there is no appeal or as to which the duty of loyaltyapplicable period for appeal has expired; or (fg) If a court of competent jurisdiction finally determines reaches a final determination from which there is no appeal or as to which the applicable period for appeal has expired that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy or other indemnity provision, except in respect of any excess beyond the amount of payment under such insuranceinsurance or indemnity provision; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits (or for the actual accounting of such profits) made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; (i) To indemnify the Indemnitee with respect to any reimbursement to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder; or (j) To indemnify the Indemnitee with regards to any reimbursement of the Company by the Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or any committee thereof, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Act.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s 's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No Notwithstanding any other provision of this Agreement, no payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyNRS, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which the Indemnitee has been or is indemnified by the Company or any other party otherwise than pursuant to this Agreement; (d) to indemnify the Indemnitee for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation;statutory law; or (de) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)damages, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of penalties sustained by the Indemnitee’s conduct Indemnitee if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines finds that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities did not act in good faith and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify in a manner the Indemnitee reasonably believed to be in connection with Indemnitee’s personal tax matter; or (h) To indemnify or not opposed to the Indemnitee best interest of the Company, and, with respect to any claim related criminal action or proceeding, had no reasonable cause to any dispute or breach arising under any contract or similar obligation between believe Indemnitee’s conduct was unlawful, in either case to the Company or any of its subsidiaries or affiliates and extent to which such Indemniteefinding is required by the NRS.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penaltiespenalties or taxes, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, penalties or excise taxes assessed with respect to any employee benefit or welfare plantaxes, for which the Indemnitee is actually indemnified by the Company otherwise than pursuant to this AgreementAgreement (and on terms no less favorable to the Indemnitee than the terms hereunder); (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, penalties or excise taxes assessed with respect to any employee benefit or welfare plantaxes, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, any knowing fraudulent, deliberate or willful breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct o shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement Notwithstanding the provisions of Section 1, the Corporation shall not be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification liable under this Agreement or to make any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee payment in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding claim made against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;Indemnitee: (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding a. for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify b. for which the Indemnitee is entitled to indemnity and/or payment by reason of having given notice of any circumstance which might give rise to a claim under any policy of insurance, the terms of which have expired prior to the effective date of this Agreement; c. for which the Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement; d. based upon or attributable to the Indemnitee gaining in fact any Expensesremuneration, judgments, fines, interest personal profit or penalties sustained in any Proceeding advantage to which he was not legally entitled; e. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to Corporation within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulationcommon law; (d) To indemnify f. brought about or contributed to by the dishonesty of Indemnitee; provided however, notwithstanding the foregoing, Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect shall be protected under this Agreement as to any employee benefit claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or welfare plan, for other final adjudication thereof adverse to Indemnitee shall establish that he committed acts of active and deliberate dishonesty with actual dishonest purpose and intent which were material to the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account cause of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyaction so adjudicated; or (f) If g. if a final decision by a court of competent having jurisdiction finally determines in the matter shall determine that any indemnification hereunder such payment is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteenot lawful.

Limitations on Indemnification. No payments pursuant to indemnification, reimbursement or payment shall be required of the Corporation under this Agreement shall be made with respect to any of the items set forth below, except to the extent it is provided from policies of insurance carried by the CompanyCorporation: 1. Any claim as to which you shall have been finally adjudged by a court of competent jurisdiction to: (a) To indemnify or advance funds have breached a director's duty of loyalty to the Indemnitee for Expenses with respect to (i) Proceedings initiated Corporation or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateits shareholders; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest have committed acts or penalties, omissions not in good faith or excise taxes assessed with respect to any employee benefit involving intentional misconduct or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect knowing violation of any excess beyond the amount of payment under such insurancelaw; (c) To indemnify have effected any transaction from which you have derived an improper personal benefit within the Indemnitee for meaning of the Delaware Law (8 Del.C.ss.102(b)(7)); or (d) have authorized any Expenses, judgments, fines, interest unlawful payment of dividend or penalties sustained in any Proceeding for an accounting of profits made from the unlawful stock purchase or sale redemption on the Corporation's stock prohibited by the Indemnitee Delaware Law (8 Del. C.ss.174); except to the extent that such court, or another court having jurisdiction, shall determine upon application that, despite the adjudication of securities liability, but in view of all the circumstances of the Company pursuant case, you are fairly and reasonably entitled to indemnity for such Indemnified Costs as the provisions court deems proper. 2. Any payment determined to be unlawful by final judgment of a court or other tribunal having jurisdiction over the question. 3. Any obligation of yours under Section 16(b) of the Securities Exchange Act of 1934, as amended. 4. Any liability or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses expense (including without limitation any Expenses relating to penalty, judgment or legal expense) sustained in connection with an administrative or civil enforcement action which is initiated by a Proceeding attempting to enforce this Agreement)federal banking agency and results in a final adjudication or finding against you; if such indemnification, judgments, fines, interest reimbursement or penalties, or excise taxes assessed with respect to any employee benefit or welfare planpayment, on account the date thereof, is a prohibited indemnification payment under Regulations and Statements of General Policy of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, Federal Deposit Insurance Corporation (including, without limitation, breach 12 CFR 359.0 et seq.) or federal banking law (including, without limitation, 12 USC 1828(k)), as both are amended and in effect on the date of such payment. You hereby agree to reimburse the Corporation, to the extent not covered by payments from insurance or bonds purchased pursuant to 12 CFR 359.1(1)(2), as amended for that portion of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines advanced indemnification payments that any subsequently become prohibited indemnification hereunder is unlawful. In this respectpayments, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and isas defined in 12 CFR 359.1(1), therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeas amended.

Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, the Stockholder shall not be obligated to pay any amounts to an Indemnified Party until the aggregate amount which the Stockholder would have been obligated to pay for all indemnity claims but for this Section 11.5 equals $80,000, and at such time the Stockholder shall be obligated to pay all amounts for indemnification then owing by him (but only for amounts in excess of the $80,000 deductible) up to the aggregate amount of $1,000,000 (the “Cap”), except that such limitation shall not apply to any claims for indemnification arising from the fraudulent acts or omissions of the Stockholder. No payments pursuant to this Agreement shall claim for indemnification may be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification an Indemnified Party under this Agreement or Article 11 at any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by time after the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against date that is the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate 24 month anniversary of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;Closing Date. (b) To indemnify The ELC Indemnified Parties shall not have the Indemnitee right to make a claim for any Expenses, judgments, fines, interest indemnification for a breach of a representation or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made warranty hereunder to the Indemnitee extent that ELC had actual knowledge prior to Closing that such representation and warranty or covenant is in breach (excluding, for this purpose, any knowledge of Pxxxx, who is a director of ELC) and ELC consummates the transactions contemplated hereby despite the known breach. In such event, ELC shall be deemed to have waived its rights to make a claim under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;this Agreement. (c) To indemnify ELC shall be responsible for determining whether the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities operation of the Company pursuant to business by Acquisition after the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed Closing is in compliance with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconductapplicable Legal Requirements, including, without limitation, breach whether ELC has obtained all authorizations necessary to operate the Business, including without limitation, all Governmental Authorizations, including without limitation, qualifications for doing business in other states. If Pxxxx operated in violation of any applicable Legal Requirements prior to the Closing Date, the Stockholder’s liability to ELC for Loss and Expense shall be limited to Loss and Expense relating to or arising out of Pxxxx’x violation of applicable Legal Requirements prior to the Closing Date and the Stockholder shall not be responsible for Loss and Expense arising from Acquisition’s violations of applicable Legal Requirements after the Closing Date. (d) Pxxxx and the Stockholder shall have no obligation to indemnify the ELC Indemnified Parties pursuant to Section 11.2 to the extent that the Loss and Expense claimed by ELC are already taken into account as reserves for liabilities in the determination of Closing Net Book Value. (e) In connection with ELC’s investigation of Pxxxx, certain projections and certain business plan information for succeeding fiscal years have been made available to ELC. ELC acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans, that ELC is familiar with such uncertainties, that ELC is taking full responsibility for making its own evaluation of the duty adequacy and accuracy of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respectall projections and other forecasts and plans so furnished to it, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify ELC shall not have any claim against the Indemnitee in connection Stockholder or any officers, directors or employees of Pxxxx with Indemnitee’s personal tax matter; or (h) To indemnify respect thereto and no representations or warranties are made by the Indemnitee Stockholder with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates such projections, forecasts and such Indemniteeplans.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments payment pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding penalties for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, Bylaw, contract, agreement or otherwise, except in respect of any excess beyond the amount of payment under such insurance; (cb) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale sales by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law; (c) To indemnify Indemnitee for reimbursement to the Company of any bonus or regulationother incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board or under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sxxxxxxx-Xxxxx Act of 2002 or Section 954 of the Dxxx-Fxxxx Xxxx Street Reform); (d) To indemnify the Indemnitee for any Expenses, judgments, finesfines or penalties resulting from Indemnitee’s conduct which is finally adjudged to have been willful misconduct, interest knowingly fraudulent or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementdeliberately dishonest; (e) To Until a Change in Control, to indemnify the or advance expenses to Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any employee benefit other agreement or welfare planinsurance policy or under the Articles of Incorporation or Bylaws now or hereafter in effect relating to Proceedings, on account (ii) in specific cases if the Board of Directors has approved the Indemnitee’s conduct if initiation or bringing of such conduct shall suit, or (iii) as otherwise required under the applicable provisions of Michigan law, regardless of whether Indemnitee ultimately is determined to be finally adjudged entitled to have been knowingly fraudulentsuch indemnification, deliberately dishonest advance expense payment or willful misconductinsurance recovery, including, without limitation, breach of as the duty of loyaltycase may be; or (f) If a court of competent jurisdiction finally determines that any indemnification such payment hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant Notwithstanding the provision of Section 2.1 and 2.2 above, Indemnitee shall not be entitled to this Agreement shall be made by indemnification as provided therein under any of the Companyfollowing circumstances: (a) To indemnify For acts or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated omissions that may involve intentional misconduct or brought voluntarily by the Indemnitee a knowing and not by way culpable violation of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriatelaw; (b) To indemnify the For acts or omissions that Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect believes to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made be contrary to the Indemnitee under a valid and collectible insurance policy, except in respect best interests of any excess beyond the amount Company or its shareholders or that involve the absence of payment under such insurancegood faith on the part of Indemnitee; (c) To indemnify the For any transaction from which Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for derived an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulationimproper personal benefit; (d) To indemnify For acts or omissions that show a reckless disregard for Indemnitee's duty to the Company or its shareholders in circumstances in which Indemnitee for any Expenses, judgments, fines, interest or penaltieswas aware, or excise taxes assessed with respect should have been aware, in the ordinary course of performing Indemnitee's duties, of a risk or serious injury to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementor its shareholders; (e) To indemnify For acts or omissions that constitute an excused pattern of inattention that amounts to an abdication of Indemnitee's duty to the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest Company or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; orits shareholders; (f) If Involving liability of a court director under Section 310 or Section 316 of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and Corporations Code of the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationState of California; (g) To For any act or omission occurring prior to the date that the Company amended its Articles of Incorporation to incorporate provisions permitted by Section 204(a)(11) of the Corporations Code of the State of California; provided, however, nothing herein shall be construed to limit the Company's ability to indemnify Indemnitee pursuant to the Indemnitee Company's Articles of Incorporations, Bylaws or the law of the State of California as in connection with Indemnitee’s personal tax matter; oreffect prior to such amendment; (h) To indemnify Under other circumstances, if any, in which indemnity is expressly prohibited by Section 317 of the Indemnitee with respect to any claim related to any dispute Corporations Code of the State of California; and (i) Under circumstances where it is determined by a final judgment or breach arising under any contract or similar obligation between the Company or any other final adjudication that such indemnity is in violation of its subsidiaries or affiliates and such Indemniteelaw.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee and not by way of defense, defense except with respect to Proceedings actions brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which the Indemnitee has been or is indemnified by the Company otherwise than pursuant to this Agreement; (d) indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (de) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for resulting from Indemnitee's conduct which the Indemnitee is indemnified finally adjudicated by the Company otherwise than pursuant to this Agreement; a court of competent jurisdiction (ei) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, a knowing violation of law, deliberately dishonest or in violation of Indemnitee's duty of loyalty to the Company or (ii) to have involved willful misconduct, including, without limitation, breach misconduct on the part of the duty of loyaltyIndemnitee; or (f) If if a court of competent jurisdiction finally determines shall enter a final order, decree or judgment to the effect that any such indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments (a) The Corporation will not hold Indemnitee harmless or provide indemnification pursuant to Section 2: i) if Indemnitee has been otherwise (than pursuant to this Agreement shall be made Agreement) indemnified by the Company: (a) To indemnify Corporation or advance funds other person or entity, or pursuant to the Indemnitee for Expenses with respect to (i) Proceedings initiated any D&O Insurance or brought voluntarily other insurance purchased and maintained by the Corporation or Other Enterprise; ii) if the Proceeding against Indemnitee and is not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Companyreason of, or does not in any directorway relate to, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateIndemnitee's Official Capacity; (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond remuneration paid to Indemnitee if it shall be determined by a final adjudication of a court having jurisdiction in the amount matter that such remuneration was in violation of payment under such insurancelaw; (civ) To indemnify the Indemnitee for on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationlaw; v) on account of lndemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, or is admitted by Indemnitee , that such conduct (dI) To indemnify was in bad faith, (II) was believed by the lndemnitee to be opposed to the best interests of the corporation, (III) was knowingly fraudulent, false or dishonest, (IV) constituted knowing misconduct, or (V) in a criminal action or proceeding, constituted conduct that the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed had reasonable cause to believe was unlawful; vi) with respect to Proceedings brought by, or on behalf of, Indemnitee or Indemnitee's Affiliates, against the Corporation, any employee benefit Other Enterprise or welfare plan, for which the Indemnitee is any other person or entity having a right to be indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for Corporation or any Expenses (including without limitation any Expenses relating to Other Enterprise, unless such Proceeding is a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyPermitted Action; or vii) if it shall be determined by a final adjudication of a court, or administrative agency, having jurisdiction in the matter, that such indemnification is not lawful. (fb) If A determination as to whether lndemnitee is not entitled to indemnification by reason of the provisions of Section 4(a) shall be made by (i) the board of directors by a court majority vote of competent jurisdiction finally determines directors who were not parties to the action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the effect that there is clear and convincing evidence that, based on the evidence then known, Indemnitee is not entitled to indemnification; and any indemnification hereunder is unlawful. In this respectsuch determination under (i), (ii) or (iii) shall be final and binding upon the Company Indemnitee and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeCorporation.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or regulationbeen exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement; provided, however, that notwithstanding anything to the contrary (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement, any other agreement, its certificate of incorporation, the Bylaws or the Code are primary and any obligation of any current or former direct or indirect stockholder of the Company (or any affiliate thereof or advisor thereto) to provide advancement or indemnification for any Expensesthe same expenses, witness fees, damages, judgments, fines, interest amounts paid in settlement or penaltiesother amounts incurred by Indemnitee are secondary), and (ii) if any current or excise taxes assessed former direct or indirect stockholder (or any affiliate thereof or advisor thereto other than the Company or any Subsidiary of the Company) pays or causes to be paid, for any reason, to or for the benefit of the Indemnitee, any amounts otherwise indemnifiable by the Company hereunder or under any other agreement, the Company’s certificate of incorporation, the Bylaws or the Code, then (x) such current or former direct or indirect stockholder (or such affiliate or advisor, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to any employee benefit such payment and (y) the corporation shall reimburse such current or welfare plan, former direct or indirect stockholder (or such other affiliate) for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementpayments actually made; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that any the indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with any proceeding (or part thereof) initiated by Indemnitee’s personal tax matter; or (h) To indemnify the , or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such 4. 54516478_2 indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemnitee.sole discretion, pursuant to the powers vested in the Company under the Code;

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the M&As, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), Section 306 of the Xxxxxxxx-Xxxxx Act or Section 954 of the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this ------------------------------ Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;. (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in connection with Indemnitee’s fact any personal tax matterprofit or advantage to which he [she] was not legally entitled; orand (hf) To indemnify the Indemnitee with respect for any Expenses brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be protected under this Agreement to the fullest extent permitted under law as to any claim related claims upon which suit may be brought against him [her] by reason of any alleged dishonesty on his [her] part, unless a judgement or other final adjudication thereof adverse to any dispute or breach arising under any contract or similar obligation between the Company or any Indemnitee shall establish that he [she] committed (i) acts of its subsidiaries or affiliates active and such Indemniteedeliberate dishonesty (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) a. To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (ba) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) b. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) c. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) d. To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) e. If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) f. To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) g. To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or regulationbeen exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement, provided, however, that payment made to Indemnitee pursuant to an insurance 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 is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that any the indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with any proceeding (or part thereof) initiated by Indemnitee’s personal tax matter; or (h) To indemnify the , or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 5 hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemniteesole discretion, pursuant to the powers vested in the Company under the Code.

Limitations on Indemnification. No payments pursuant Notwithstanding any provision herein to the contrary, (i) any Loss for which an Indemnitor claims indemnification under this Agreement Section 8.2 shall be made take into account (A) the proceeds of any insurance actually received by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses Companies with respect to such Loss less any increase in premiums to such Person as a result of such claim for insurance proceeds (iwith it being understood, however, that none of the Buyer Parties or Seller Parties shall be obligated to make any such claim for insurance proceeds) Proceedings initiated (the "INSURANCE RECOVERY AMOUNT"), (B) the amount of any reduction in Tax that (1) is actually realized by a reduction of Taxes actually paid or brought voluntarily by a refund actually received by the Indemnitee Indemnitee, and not by way (2) is attributable to any deduction, loss, credit or other Tax benefit arising from or arising out of defensesuch Loss (the "TAX REDUCTION AMOUNT"), except with respect and (C) any specific reserves against such Losses, but only to Proceedings brought to establish or enforce a right to the extent of such specific reserves set forth on the Closing Balance Sheet; (ii) the Indemnitors shall have no liability for indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed Section 8.2 with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims claim for indemnification should be submitted arising from a change in law or regulation after the Closing Date having a retroactive effect; and (iii) the Indemnitor's obligation to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or a breach of any representations or warranties and the amount to be indemnified shall be determined without regard to any materiality qualification set forth in such representation or warranty. Any indemnification payment under this Section 8.2 shall initially be made without regard to clause (hi) To indemnify the Indemnitee of this Section 8.2(g) (other than with respect to any claim related clause (i) (C) and (ii) in the preceding sentence which will be taken into account at the time the indemnification payment is made) and the Indemnitee shall remit to any dispute the Indemnitor the Tax Reduction Amount or breach arising under any contract the Insurance Recovery Amount, as the case may be, when the Indemnitee actually realizes the Tax Reduction Amount or similar obligation between actually receives the Company or any of its subsidiaries or affiliates and such IndemniteeInsurance Recovery Amount, as the case may be.

Limitations on Indemnification. No payments (a) Except as set forth herein, an Indemnitee shall not be entitled to indemnification under Section 6.1(a) or (b), or Section 6.2(a) or (b), as applicable, for any Indemnification Claims made after the expiration of the applicable survival period. (b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be entitled to indemnification under Section 6.1(a) or Section 6.2(a), as applicable, unless and until the applicable Indemnitee shall have paid or incurred Losses in respect of which such Indemnitee is otherwise entitled to indemnification pursuant to Section 6.1(a) or Section 6.2(a) as applicable that exceed Three Hundred Thousand Dollars ($300,000) (the “Deductible”) in the aggregate, at which point the Selling Parties will be obligated to jointly and severally indemnify the Company Indemnitees or the Company will be obligated to indemnify the Seller Indemnitees, as applicable, for all such Losses; provided, however, that the Deductible shall not apply to (i) Indemnification Claims with respect to breaches of any of the Seller Fundamental Representations or the Company Fundamental Representations, or (ii) any Indemnification Claim arising out of any Fraud by any Party or any of its Affiliates. (c) Notwithstanding anything to the contrary set forth in this Agreement, from and after the Closing, (i) for purposes of calculating Losses to which an Indemnitee are entitled under this Article 6, such Losses shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant, or agreement; (ii) the amount of Losses for which indemnification is available under this Agreement shall be made reduced by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale funds actually received by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to an Indemnification Claim from any claim related Third Party insurers (net of any cost of recovery or increased premiums resulting therefrom) and such Indemnitee shall promptly reimburse the Indemnitor for any subsequent recoveries from such sources if previously indemnified hereunder so as to avoid a double recovery; (iii) in no event will the Company Indemnitees be entitled, in the aggregate, to indemnification pursuant to (1) Section 6.1(a) (other than in respect of Seller Fundamental Representations, Excluded Taxes, or in the event of Fraud), in excess of $18,000,000 and (2) Section 6.1(d), in excess of $10,000; (iv) in no event will the Seller Indemnitees be entitled, in the aggregate, to indemnification pursuant to (1) Section 6.2(a) (other than in respect of Company Fundamental Representations or in the event of Fraud), in excess of $18,000,000 and (2) Section 6.2(d), in excess of $250,000; and (v) in no event will the Company Indemnitees be entitled, in the aggregate, to indemnification pursuant to this Agreement in excess of the Total Consideration (other than in the event of Fraud). (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, solely for purposes of this Article 6 if any dispute representation or breach arising under warranty contained in Article III or in any contract certification delivered by a Selling Party pursuant hereto or referred to herein is limited or qualified based on materiality, including the terms “material”, “materiality” or “Material Adverse Effect”, or similar obligation between qualifications (the Company “Materiality Scrape”), such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining whether any breach of its subsidiaries any such representation or affiliates warranty has occurred and the amount of Losses resulting from any breach of any such Indemniteerepresentation or warranty. (e) Each Selling Party hereby waives and releases any and all rights that each may have under this Agreement or otherwise to assert claims of contribution against the Company.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (ai) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (ciii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (div) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ev) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fvi) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gvii) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hviii) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company Employer in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed in connection with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If Proceeding where a court of competent jurisdiction finally determines has determined that any indemnification hereunder is unlawful. In this respect(i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest of Employer, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; or (gii) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related Proceeding which is of a criminal nature, Executive had reasonable cause to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.believe his conduct was unlawful; or

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach breaches of the duty duties of loyalty; orloyalty and good faith; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments (a) The Corporation will not hold Indemnitee harmless or provide indemnification pursuant to Section 2: (i) if Indemnitee has been otherwise (than pursuant to this Agreement shall be made Agreement) indemnified by the Company: (a) To indemnify Corporation or advance funds other person or entity, or pursuant to the Indemnitee for Expenses with respect to (i) Proceedings initiated any D&O Insurance or brought voluntarily other insurance purchased and maintained by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish Corporation or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or Other Enterprise; (ii) Expenses incurred if the Proceeding against Indemnitee is not by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Companyreason of, or does not in any directorway relate to, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateIndemnitee's Official Capacity; (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond remuneration paid to Indemnitee if it shall be determined by a final adjudication of a court having jurisdiction in the amount matter that such remuneration was in violation of payment under such insurancelaw; (civ) To indemnify the Indemnitee for on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationlaw; (dv) To indemnify on account of Indemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, or is admitted by Indemnitee, that such conduct (I) was in bad faith (II) was believed by the Indemnitee for any Expensesto be opposed to the best interests of the corporation, judgments(III) was knowingly fraudulent, finesfalse or dishonest, interest or penalties(IV) constituted knowing misconduct, or excise taxes assessed (V) in a criminal action or proceeding, constituted conduct that the Indemnitee had reasonable cause to believe was unlawful; (vi) with respect to Proceedings brought by, or on behalf of, Indemnitee or Indemnitee's Affiliates, against the Corporation, any employee benefit Other Enterprise or welfare plan, for which the Indemnitee is any other person or entity having a right to be indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for Corporation or any Expenses (including without limitation any Expenses relating to Other Enterprise, unless such Proceeding is a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyPermitted Action; or (fvii) If if it shall be determined by a court final adjudication of competent a court, or administrative agency, having jurisdiction finally determines in the matter, that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;not lawful. (gb) To indemnify A determination as to whether Indemnitee is not entitled to indemnification by reason of the provisions of Section 4(a) shall be made by (i) the board of directors by a majority vote of directors who were not parties to the action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the effect that there is clear and convincing evidence that, based on the evidence then known, Indemnitee in connection with Indemnitee’s personal tax matteris not entitled to indemnification; or and any such determination under (hi), (ii) To indemnify or (iii) shall be final and binding upon the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeCorporation.