Common use of Mutual Acknowledgment Clause in Contracts

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s rights and the Company’s obligations hereunder shall be subject to that determination.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Corporation's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that For example, the Company has undertaken or may be required in the future in certain circumstances to undertake with and Indemnitee acknowledge that the Securities and Exchange Commission to submit (the question of “SEC”) has taken the position that indemnification to a court is not permissible for a determination of the Company’s right liabilities arising under public policy to indemnify Indemniteecertain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that if the Company has undertaken or is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and directors, officers or other advisors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers or advancing Liabilities to Indemnitee in his capacity as an Agent under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees or other agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission or applicable state securities agencies to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and directors, officers or other advisors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right ability under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law federal laws or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the United States Securities and Exchange Commission Commission, to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors directors, officers, employees and officers agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and the Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the CompanyCorporation’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission or any other regulatory body to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Company is right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission Commission, or to submit the question of indemnification to a court for in certain circumstances for, a determination of the Company’s right right, under public policy policy, to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the CompanyCorporation’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, cases Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee --------------------- acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy (pursuant to the immediately following sentence) may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the CompanyCorporation’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal or state law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees or other agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the U.S. Securities and Exchange Commission or applicable state securities agencies to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law the Law or applicable statute or public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal or state law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands understands, acknowledges and acknowledges agrees that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemniteethe Indemnitees, notwithstanding any provision hereof to the contrary.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, ---------------------- that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Indemnitee understands understands, acknowledges and acknowledges agrees that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemnitee, notwithstanding any provision hereof to the contrary.

Mutual Acknowledgment. Both the The Company and the Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal or state law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that --------------------- in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal or state law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee Indemnified Person acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee Indemnified Person understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify IndemniteeIndemnified Person.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee --------------------- acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Corporation's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission applicable regulatory bodies to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law laws or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and the Indemnitee acknowledge that, that in certain instances, Federal United States federal law, other applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, fiduciaries or other agents or affiliates under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the United States Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers, and/or the directors and officers of any of its subsidiaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under applicable law or public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination determmat1on of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify Indemniteethe Indemnitees.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its the directors and officers of the Parent or the Company under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of if the Company’s Company is right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and directors, officers or other advisors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Corporation's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s rights and the Company’s obligations hereunder shall be subject to that determination.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents, or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification rights to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee --------------------- acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Federal Reserve Board, the Securities and Exchange Commission or other regulators of the Company to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and the Indemnitee acknowledge that, that in certain instances, Federal United States federal law, other applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the United States Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemniteethe Indemnitees.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee --------------------- acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s =s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers, and/or the directors and officers of any of its subsidiaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers the directors, officers, employees, agents or fiduciaries of the Corporation under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Corporation's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors directors, officers, employees and officers agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents, or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission Commission, or to submit the question of indemnification to a court for in certain circumstances for, a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee --------------------- acknowledge that, that in certain instances, Federal federal or state law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy (pursuant to the immediately following sentence) may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and the Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the enforceability (consistent with public policy) of the Company’s right under public policy agreement to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands understands, acknowledges and acknowledges agrees that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify Indemniteethe Indemnitees, notwithstanding any provision hereof to the contrary.

Mutual Acknowledgment. Both the Company and the Indemnitee acknowledge that, that in certain instances, Federal law the Act or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may authorize a governmental authority to prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For instance, Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right rights under public policy to indemnify IndemniteeIndemnitees.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and directors, officers or other advisors under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission or any other governmental agency of competent jurisdiction to submit the question of indemnification to a court in certain circumstances for a determination of if the Company’s Company is right under applicable law or public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Corporation and Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company Corporation from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company Corporation has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission Commission, agreement to submit the question of indemnification to a court in certain circumstances for a determination of the CompanyCorporation’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination determmat1on of the Company’s right under public policy to indemnify Indemnitee. 1 To delete if not applicable.

Mutual Acknowledgment. Both the The Company and each Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers controlling persons, fiduciaries or other agents or affiliates under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right 's rights under public policy to indemnify Indemniteethe Indemnitees.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification rights to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company Companies and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company Companies from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Parent Company has undertaken or may be required in the future in certain circumstances to undertake with the United States Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Companies' right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.Section 8.

Mutual Acknowledgment. Both the Company and Indemnitee --------------------- acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission or any other regulatory body to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s Company is right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal applicable law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal federal law or applicable public policy may prohibit the Company from indemnifying its directors and directors, officers or other corporate agents under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that if the Company has undertaken or is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.

Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that, --------------------- that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question questions of indemnification to a court in certain circumstances for a determination of the Company’s 's right under public policy to indemnify Indemnitee.