Common use of Procedure for Indemnification of Directors and Officers Clause in Contracts

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation or advance of expenses under Article VIII of the certificate of incorporation shall be made promptly, and in any event within thirty days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director director, officer, employee or officer agent of the corporation Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs, charges and expenses to such person under Article VIII Section 6.04 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of the director or officersuch person. If a determination by the corporation Corporation that the director or officer such person is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer such person in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of these By-Laws, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation person seeking indemnification under Sections 6.01 and 6.02, or advance of costs, charges and expenses to such person under Article VIII Section 6.04 of the certificate of incorporation this Article, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officersuch person. If a determination by the corporation Corporation that the director or officer such person is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer indemnified person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of this Article where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of this Article, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of this Article, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State .of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such such. applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article V or advance of expenses Expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty forty-five (45) days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expensesExpenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty forty-five (45) days (or, in the case of an advance of Expenses, twenty (20) days), the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses ’s Expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law DGCL for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board of directorsBoard, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawDGCL, nor an actual determination by the corporation Corporation (including its board of directorsBoard, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law Act for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawAct, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation person seeking indemnification under Sections 11.4(a) and 11.4(b), or advance of costs, charges and expenses to such person under Article VIII of the certificate of incorporation Section 11.4(d) hereof, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officersuch person. If a determination by the corporation Company that the director or officer such person is entitled to indemnification pursuant to this Article V Section 11.4 is required, and the corporation Company fails to respond within sixty 60 days to a written request for indemnity, the corporation Company shall be deemed to have approved the such request. If the corporation Company denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Section 11.4 shall be enforceable by the director or officer indemnified person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 11.4(d) where the required undertaking, if any, has been tendered to received by the corporationCompany) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 11.4(a) of this Section 11.4, but the burden of proving such defense shall be on the corporationCompany. Neither the failure of the corporation Company (including its board of directors, Board and its independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 11.4(a) hereof, nor the fact that there has been an actual determination by the corporation Company (including its board of directorsBoard, its independent legal counsel counsel, or its stockholdersMembers holding at least 66 2/3% of the LLC Units) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article Nine or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation Nine shall be made promptlypromptly and, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Nine is required, and the corporation Corporation fails to respond within sixty 30 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Nine shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has such person met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Sections 6.1 and 6.2, or advance of costs, charges and expenses to a director or officer under Article VIII Section 6.4 of the certificate of incorporation this Article, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her such person's right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.4 of this Article where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.1 of this Article, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.1 of this Article, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Sections 1 or advance 2 of this Article IX, or advancement of costs, charges and expenses to a director or officer under Section 4 of this Article VIII of the certificate of incorporation IX, shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V IX is required, and the corporation Corporation fails to respond within sixty thirty (30) days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V IX shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action Proceeding shall also be indemnified by the corporationCorporation. It shall be a defense to any such action Proceeding (other than an action brought to enforce a claim for the advancement of costs, charges and expenses incurred in defending any proceeding in advance under Section 4 of its final disposition this Article IX where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 1 of this Article IX, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board of directorsBoard, its independent legal counsel or and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 1 of this Article IX, nor the fact that there has been an actual determination by the corporation Corporation (including its board of directorsBoard, its independent legal counsel or and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director director, officer, employee or officer agent of the corporation Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs, charges and expenses to such person under Article VIII Section 6.04 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of the director or officersuch person. If a determination by the corporation Corporation that the director or officer such person is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer such person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of these By-Laws, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Sections 6.01 and 6.02, or advance of costs, charges and expenses to such person under Article VIII Section 6.04 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officersuch person. If a determination by the corporation Corporation that the director or officer such person is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer indemnified person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of this Article where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of this Article, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of this Article, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section A of this Article VIII or advance advancement of expenses under Section E of this Article VIII of the certificate of incorporation shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V VIII is required, and the corporation Corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances advancement of expenses as granted by this Article V VIII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard standards of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard standards of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under paragraph (a) of this Article Nine or advance of expenses under paragraph (d) of this Article VIII of the certificate of incorporation Nine shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Nine is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Nine shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law DGCL for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawDGCL, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 6.01, or advance of costs, charges and expenses to a director or officer under Article VIII Section 6.04 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V VI is required, and the corporation Corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole MetLife, Inc. By-Laws 139 or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V VI shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her such person's right to indemnificationindemnification or advances, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.03 of these By-Laws where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of these By-Laws, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director Director or officer of the corporation Corporation under Sections 6.1 and 6.2 of these By-Laws, or advance of costs, charges and expenses to a Director or officer under Article VIII Section 6.4 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director Director or officer. If a determination by the corporation Corporation that the director Director or officer is entitled to indemnification pursuant to this Article V VI is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V VI shall be enforceable by the director Director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.4 of these By-Laws where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.1 of these By-Laws, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.1 of these By-Laws, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director Director or officer of the corporation Corporation under Sections 6.01 and 6.02 or advance of costs, charges and expenses to a Director or officer under Article VIII of the certificate of incorporation Section 6.04 shall be made promptly, and in any event within thirty 30 days, upon the written request of the director Director or officer. If a determination by the corporation Corporation that the director Director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V VI shall be enforceable by the director Director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01, but the burden of providing such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any ------------------------------------------------------- indemnification of a director or officer of the corporation Corporation under Sections 6.01 and 6.02 or advance of costs, charges and expenses to a director or officer under Article VIII of the certificate of incorporation Section 6.04, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim Claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article Ninth or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation Ninth shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Ninth is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Ninth shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation . Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel counsel, or its it stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel counsel, or its it stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable application standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation person seeking indemnification under Sections 11.4(a) and 11.4(b), or advance of costs, charges and expenses to such person under Article VIII of the certificate of incorporation Section 11.4(d) hereof, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officersuch person. If a determination by the corporation Company that the director or officer such person is entitled to indemnification pursuant to this Article V Section 11.4 is required, and the corporation Company fails to respond within sixty 60 days to a written request for indemnity, the corporation Company shall be deemed to have approved the such request. If the corporation Company denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Section 11.4 shall be enforceable by the director or officer indemnified person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in 55 62 whole or in part, in any such action shall also be indemnified by the corporationCompany. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 11.4(d) where the required undertaking, if any, has been tendered to received by the corporationCompany) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 11.4(a) of this Section 11.4, but the burden of proving such defense shall be on the corporationCompany. Neither the failure of the corporation Company (including its board of directors, Board and its independent legal counsel or its stockholderscounsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 11.4(a) hereof, nor the fact that there has been an actual determination by the corporation Company (including its board of directorsBoard, its independent legal counsel counsel, or its stockholdersMembers holding at least 66 2/3% of the LLC Units) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under -------- Sections 6.01 and 6.02 or advance of costs, charges and expenses to a director or officer under Article VIII of the certificate of incorporation Section 6.04, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim Claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article VIII or advance of expenses under Section 3 of this Article VIII of the certificate of incorporation shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V VIII is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V VIII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law DGCL for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawDGCL, nor an actual determination by the corporation Corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director director, officer, employee or officer agent of the corporation Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs, charges and expenses to such person under Article VIII Section 6.04 of the certificate of incorporation these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of the director or officersuch person. If a determination by the corporation Corporation that the director or officer such person is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer such person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of these By-Laws, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors or any committee thereof, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 13 91 FRANTIS, INC.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law DGCL for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawDGCL, nor an actual determination by the corporation Corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Colorado Business Corporation Law Act for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Colorado Business Corporation LawAct, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation V shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Sections 6.01 and 6.02, or advance of costs, charges and expenses to a director or officer under Article VIII Section 6.04 of the certificate of incorporation this Article, shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the such request. If the corporation Corporation denies a written request for indemnification indemnity or advancing advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in the advance of its final disposition costs, charges and expenses under Section 6.04 of this Article where the required undertaking, if any, has been tendered to received by the corporationCorporation) that the claimant has not met the standards standard of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimedset forth in Section 6.01 of this Article, but the burden of proving such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawSection 6.01 of this Article, nor the fact that there has been an actual determination by the corporation Corporation (including its board Board of directorsDirectors, its independent legal counsel or counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article Eight or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation Eight shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Eight is required, and the corporation Corporation fails to respond within sixty days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Eight shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under paragraph (1) of this Article Seventh or advance of expenses under paragraph (4) of this Article VIII of the certificate of incorporation Seventh shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Seventh is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Seventh shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law IBCA for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its the board of directors, independent legal counsel counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawIBCA, nor an actual determination by the corporation Corporation (including its board of directors, independent legal counsel counsel, or its stockholdersshareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article Seven or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation Seven shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Seven is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Seven shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law of the State of Delaware for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawLaw of the State of Delaware, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation Corporation under Section 1 of this Article Eight or advance of expenses under Section 5 of this Article VIII of the certificate of incorporation Eight shall be made promptly, and in any event within thirty 30 days, upon the written request of the director or officer. If a determination by the corporation Corporation that the director or officer is entitled to indemnification pursuant to this Article V Eight is required, and the corporation Corporation fails to respond within sixty 60 days to a written request for indemnity, the corporation Corporation shall be deemed to have approved the request. If the corporation Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty 30 days, the right to indemnification or advances as granted by this Article V Eight shall be enforceable by the director or officer in any court of competent jurisdiction. Such person's ’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporationCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporationCorporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law DGCL for the corporation Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporationCorporation. Neither the failure of the corporation Corporation (including its board the Board of directorsDirectors, independent legal counsel counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation LawDGCL, nor an actual determination by the corporation Corporation (including its board Board of directorsDirectors, independent legal counsel counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.