Common use of Remedies of Indemnitee Clause in Contracts

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(a) of this Agreement within thirty (30) 45 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or (v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification, or such longer period, not to exceed an additional thirty (30) days, to which the period may be extended pursuant to Section 6(g), (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution jurisdiction or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at the Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (x) the determination was made by a panel of arbitrators pursuant to Section 6(b)(iv) hereof, or (y) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 6 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b7(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within fifty-five (55) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or indemnification and/or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 4 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b7(b) or (c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 of this Agreement within ten fifteen (1015) business days after receipt by the Company of written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not made within fifteen (15) business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the United States District Court, District of the State of DelawareMinnesota, or the Xxxxxx County District Court in any other court of competent jurisdictionSt. Xxxx, Minnesota, of Indemnitee’s entitlement right to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures then in effect, which award is to be made within ninety (90) days following the filing of the American Arbitration Associationdemand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(a) of this Agreement within thirty (30) 90 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within thirty (30) 90 days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.at

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within thirty (30) days after receipt by the Company of the a written request for indemnification therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Nevada law (without regard to its conflict of law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareColorado, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(a) of this Agreement within thirty the time period specified in Section 12(b) of this Agreement, (30iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of the a written request for indemnification therefor or (ivv) payment of indemnification pursuant to Section 3 or Section 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 3 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement3, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) 3 within the applicable period of this Agreement within thirty (30) days time set forth above after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of 3 or (vi) the Company or any other person takes any action to declare this AgreementAgreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided hereunder, then, in each case, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 6 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b7(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within fifty-five (55) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or indemnification and/or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification, contribution or advancement of Expenses (including where (i) a determination is made pursuant to Section 6 3(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 3(a) of this Agreement, (iii) no determination payment of entitlement to indemnification is made pursuant to Section 6(b3(c) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 3(c) of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to Section 9 of this Agreement), then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesadvancement. Alternatively, in such case, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 6 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the request for indemnification waiver of any privilege accorded by applicable law) or (ivv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court by the Delaware Court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.indemnification or

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) 6 of this Agreement within thirty (30) ten days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 9(b) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his or her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to Section 6 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement5, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b) of this Agreement or Section 6(c) within thirty (30) 90 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 4 of this Agreement or the charter or By-laws of the Company within ten 10 business days after receipt by the Company of written request therefor pursuant to Section 6, or (10v) payment of indemnification is not made within 10 business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State Commonwealth of DelawareVirginia, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose , of Indemnitee’s right entitlement to seek any such adjudication indemnification or award in arbitrationadvancement of Expenses.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b10(a) of this Agreement within thirty the time period specified in Section 11(b) of this Agreement, (30iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of the a written request for indemnification therefor, or (ivv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his or her sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b9(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 2 or 3 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days (or such longer period as provided in Section 6(b)) after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, Delaware Court of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a. If a determination is made pursuant to Section 6 5 of this Agreement that Indemnitee is not entitled to indemnification under indemnification, or if advances of Expenses are not made to Indemnitee pursuant to this Agreement, (ii) advancement of Expenses or if payment is not timely made following a determination that Indemnitee has a right to indemnification pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that if Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of Delaware, or in any other court Iowa of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, Indemniteeunless the determination was made by a panel of arbitrators pursuant to Section 5(b)(4) of this Agreement, at Indemnitee’s option, Indemnitee may elect to seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation then in effect, and the decision of such arbitrator shall be rendered within 90 days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s the right of Indemnitee to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Corporation shall have the burden of proof to overcome such presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty forty-five (3045) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within fifty-five (55) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or indemnification and/or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been timely made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 or 10(b) of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b5, 6, 7 or the last sentence of Section 11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, of jurisdiction as to Indemnitee’s entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) of this Agreement within thirty sixty (3060) days after receipt by the Company of the a written request for indemnification therefor (iv) no contribution has been timely made pursuant to Section 3 hereof or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within thirty (30) 90 days after receipt by the Company Corporation of the request for indemnification or Indemnification, (iv) payment of indemnification is not made within ten (10) days after a determination has his been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareFlorida, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution Indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement, and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) 11.1 In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within thirty (30) 90 days after receipt by the Company Corporation of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within ten days after receipt by the Corporation of a written request therefor, or (10v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareFlorida, or in any other court of competent jurisdiction, of Indemnitee’s his or her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to Section 6 of this Agreement 7(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section 5 of this Agreement6, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b7(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 within ten (10) days after receipt by the Company of a written request therefor, or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in an appropriate court of the State of Delaware, a Chosen Court or in any other court of competent jurisdiction, of Indemnitee’s entitlement (B) be entitled to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration as provided by Section 17, in each case of his or her entitlement to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules such indemnification or advance of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationExpenses.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to Section 6 of this Agreement 5 that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made to Indemnitee pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement that Indemnitee has a right to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of Delaware, or in any other court Iowa of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, Indemniteeunless the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv), at Indemnitee’s option, Indemnitee may elect to seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation in effect on the date of this Agreement, which award is to be made within 90 days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s the right of Indemnitee to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Corporation shall have the burden of proof to overcome such presumption.

Remedies of Indemnitee. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification, contribution or advancement of Expenses (including where (i) a determination is made pursuant to Section 6 2(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 2(a) of this Agreement, (iii) no determination payment of entitlement to indemnification is made pursuant to Section 6(b2(c) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 2(c) of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement), then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesadvancement. Alternatively, in such case, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 4 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b7(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 of this Agreement within ten fifteen (1015) business days after receipt by the Company of written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not made within fifteen (15) business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the Delaware Court of the State of Delaware, or in any other court of competent jurisdiction, Chancery of Indemnitee’s entitlement right to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with any costs associated therewith to be conducted paid by a single arbitrator pursuant the Company to the Commercial Arbitration Rules of the American Arbitration Associationextent permitted by law. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 4 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b7(b) or (c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 of this Agreement within ten fifteen (1015) business days after receipt by the Company of written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not made within fifteen (15) business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the United States District Court, District of the State of DelawareMinnesota, or the Hennepin County District Court in any other court of competent jurisdictionMinneapolis, Minnesota, of Indemnitee’s entitlement right to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to this Agreement, then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesadvancement. Alternatively, in such case, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within fifty-five (55) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or indemnification and/or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) a. In the event that (i) a determination is made pursuant to Section 6 3 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 2 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) 1, 3, or 4 of this Agreement within thirty sixty (3060) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification pursuant to Section 1 or 3 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification indemnification, or (v) the Indemnitee determines in his sole discretion that such determination action is deemed to have been made pursuant to Section 6 of this Agreementappropriate or desirable, the Indemnitee shall be entitled to seek an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, of Indemnitee’s jurisdiction as to his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, the Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose the Indemnitee’s 's right to seek any such adjudication or award in arbitration; provided, however, the Company retains all rights to challenge any and all claims made by the Indemnitee in any such adjudication or arbitration proceeding.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (x) the determination was made by a panel of arbitrators pursuant to Section 6(b)(iv) hereof, or (y) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence to the contrary.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification, contribution or advancement of Expenses (including where (i) a determination is made pursuant to Section 6 3(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 3(a) of this Agreement, (iii) no determination payment of entitlement to indemnification is made pursuant to Section 6(b3(c) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 3(c) of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to Section 9 of this Agreement), then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadvancement.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such adjudication or arbitration within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that that: (i) a determination is made pursuant to Section 6 section 5 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, ; (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) 90 days after receipt by the Company Corporation of the request for indemnification or indemnification; (iv) payment of indemnification is not made pursuant to this Agreement within ten 10 days after receipt by the Corporation of a written request therefor; or (10v) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate the state or federal court of the State of Delawarein Salt Lake County, or in any other court of competent jurisdictionUtah, of Indemnitee’s his entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration Indemnitee shall commence a Proceeding seeking adjudication within 180 days following the date on which Indemnitee first has the right to be conducted by a single arbitrator commence such Proceeding pursuant to the Commercial Arbitration Rules of the American Arbitration Associationthis section. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b9(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or the last sentence of Section 9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 2, 3, or 5 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or indemnification, if such a determination is deemed to have been made pursuant to Section 6 of this Agreementrequired by applicable law, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in by any other court of competent jurisdiction, jusrisdiction of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been timely made pursuant to Section 6(b9(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 9 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Chancery Court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification, contribution or advancement of Expenses (including where (i) a determination is made pursuant to Section 6 3(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 3(a) of this Agreement, (iii) no determination payment of entitlement to indemnification is made Expenses pursuant to Section 6(b3(c)(i) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 3(c) of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to Section 9 of this Agreement), then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadvancement.

Remedies of Indemnitee. (a) In Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 6 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b10(a) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Sections 5 or 6 or the last sentence of Section 10(a) of this Agreement within ninety (90) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Sections 3 or 4 of this Agreement is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court by the Delaware Court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadvancement.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty forty-five (3045) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 6 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within thirty ninety (3090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 8 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.at

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 or 10 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) 5, 6 or 10 of this Agreement within thirty sixty (3060) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten sixty (1060) days after receipt by the Company of a written request therefor, assuming that a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, of jurisdiction as to Indemnitee’s entitlement to such indemnification, contribution indemnification or advancement of ExpensesCompany. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not made timely made pursuant to and otherwise in accordance with Section 5 8 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b4, 5, 6 or 9(b) of this Agreement within thirty ten (30I 0) days after receipt by the Company of the a written request for indemnification or therefor, (iv) payment of indemnification pursuant to Section 2 or 3 of this Agreement is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification indemnification, or (v) Indemnitee determines in Indemnitee’s sole discretion that such determination action is deemed to have been made pursuant to Section 6 of this Agreementappropriate or desirable, the Indemnitee may seek, and shall be entitled to an adjudication in an appropriate court by the Delaware Court of the State of DelawareChancery, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award seek, and shall be entitled to, a determination in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) 30 days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 15 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b8(b) of this Agreement within thirty (30) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, jurisdiction of Indemnitee’s his entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator sitting in New York, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, his option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) 6 of this Agreement within thirty ten (3010) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been Digital Certificates International, Inc. made pursuant to Section 6 9(b) of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a1) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(1) of this Agreement within thirty (30) 45 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(1) of this Agreement within ten (10) days after receipt by the Company of a written request therefore, or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 10 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b3, 6, 7 or the last sentence of Section 12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of the a written request for indemnification therefore, (iv) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, or (ivv) payment of indemnification pursuant to Section 4 or 5 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, jurisdiction of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the state courts of the State of Delaware, or in any other court Nevada of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or Agreement, (iv) payment of indemnification is not made within ten the Company fails to maintain the Policies required under Section 11 hereof or (10v) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within thirty (30) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days - 5 - following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In Subject to Section 13(e), in the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(a) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses expenses is not timely made pursuant to Section 5 6 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b8(b) or (f) of this Agreement within thirty (30) 30 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 or the last sentence of Section 8(b) of this AgreementAgreement within 20 days after receipt by Company of a written request therefore, or (v) payment of indemnification pursuant to Sections 4 or 5 of this Agreement is not made within the time set forth in Section 8(d), Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expensesexpenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 3(c) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 3(a) of this Agreement, (iii) no determination payment of entitlement to indemnification is made pursuant to Section 6(b3(c) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification or such determination is deemed to have been timely made pursuant to Section 6 3(c) of this Agreement, or (v) a contribution payment is not made in a timely manner pursuant to Section 9 of this Agreement), then Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesadvancement. Alternatively, in such case, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 of this Agreement, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 6(b) 7 of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of the a written request for indemnification therefor, or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Chancery Court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationin Delaware. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to Section 6 of this Agreement 4 that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, 6; (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b4(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten (10) days after receipt by the Company of a written request therefor, or, if a determination is required by law, within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication (or, in the case of clause (i) of this Section 12(a), to seek an appropriate court adjudication) by the Delaware Court of the State of Delaware, his or in any other court of competent jurisdiction, of Indemnitee’s her entitlement to such indemnification, contribution indemnification or advancement of Expenses; provided that nothing contained in this Section 12 shall be deemed to limit Indemnitee’s rights under Section 10(b). Alternatively, Indemnitee, at Indemnitee’s his or her option, may seek an award in binding arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek by arbitration any such adjudication or award in arbitrationaward.

Remedies of Indemnitee. (a) In the event that If (i) a determination is made pursuant to under Section 6 of this Agreement 7 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to under Section 5 of this Agreement6, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(bunder Sections 7(b) of this Agreement or 7(c) within thirty sixty (3060) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made under this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to under Section 6 of this Agreement6, Indemnitee shall will be entitled to an adjudication of Indemnitee’s entitlement thereto, at Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator pursuant to arbitrator, selected by mutual agreement of the Commercial Arbitration Rules Company and Indemnitee, under the rules of the American Arbitration Association. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the courts of the State of Delaware, or in any other court Nevada of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (x) the determination was made by a panel of arbitrators pursuant to Section 6(b)(iv) hereof, or (y) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement8, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within thirty (30) 90 days after receipt by the Company Corporation of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 7 within ten days after receipt by the Corporation of a written request therefor, or (10v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement9 or 10, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 8 or 10(b) of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b5 or 7, or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of the a written request for indemnification or therefor, (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or (v) Indemnitee determines in its sole discretion that such determination action is deemed to have been made pursuant to Section 6 of this Agreementappropriate or desirable, Indemnitee shall be entitled to seek an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, of jurisdiction as to Indemnitee’s entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (y) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (z) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules ATHEROS COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (ai) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses or in the event no determination is made within the 90-day period specified in Section 5(b)(i), or in the event the Company does not timely made pursuant deliver an Election Notice to Indemnitee within the 15-day period set forth in Section 5 of this Agreement5(b)(i), (iiiA) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to seek an adjudication of his entitlement to such indemnification either, at Indemnitee’s sole option, in an appropriate court the Court of Chancery of the State of Delaware, Delaware or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution jurisdiction or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The ; (B) any such judicial proceeding or arbitration shall be de novo and Indemnitee shall not be prejudiced by reason of an adverse determination that Indemnitee is not entitled to indemnification; and (C) in any such judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not oppose Indemnitee’s entitled to indemnification under this Agreement. In any suit brought by Indemnitee to enforce a right to seek indemnification hereunder it shall be a defense that Indemnitee has not met any such adjudication or award applicable standard for indemnification set forth in arbitrationapplicable law.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) 90 days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten (10) 30 days after a determination has been made that Indemnitee is entitled to indemnification or after such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication adjudication, although nothing stated herein shall adversely affect the Company’s right to oppose Indemnitee’s right to indemnification or award in arbitrationadvances of Expenses if a determination is made pursuant to Section 6(b) of this Agreement or otherwise that Indemnitee is not entitled to indemnification or advances of Expenses.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of 2 or otherwise pursuant to this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses an Expense Advance is not timely made pursuant to Section 5 of 2 or otherwise pursuant to this Agreement, (iii) no determination of entitlement to indemnification is made within the applicable time periods specified in Section 2 or otherwise pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification indemnified amounts is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification the applicable time periods specified in Section 2 or such determination is deemed to have been made otherwise pursuant to Section 6 of this Agreement, Indemnitee shall will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his or her entitlement to such indemnification, contribution indemnification or advancement payment of Expensesan Expense Advance. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The provisions of Delaware law (without regard to its conflict of laws rules) will apply to any such arbitration. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 6 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b7(b) or Section 7(c) of this Agreement within thirty sixty (3060) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (ivv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek (2) an award in arbitration to be conducted by a single arbitrator arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 or 10(b) of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b5, 6, 7 or the second to last sentence of Section 11(a) of this Agreement within thirty (30) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, of jurisdiction as to Indemnitee’s entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of DelawareNevada, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek Indemnitee shall commence such proceeding seeking an award in arbitration adjudication within 180 days following the date on which Indemnitee first has the right to be conducted by a single arbitrator commence such proceeding pursuant to the Commercial Arbitration Rules of the American Arbitration Associationthis Section 7(a) or Indemnitee shall be deemed to have waived his rights to indemnification hereunder. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In Indemnitee may commence litigation against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 6 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of the Company does not advance Expenses is not timely made pursuant to Section 5 10 of this Agreement, (iii) no determination the Company does not make payments to Indemnitee for the indemnificable amount of entitlement to indemnification is made pursuant Expenses (other than with respect to Section 6(b10) of this Agreement within thirty sixty (3060) days after following the Company’s receipt by the Company of the a request for indemnification in accordance with this Agreement , or (iv) payment of indemnification is not made within ten (10) days after a determination has been made in the event that Indemnitee is entitled the Company or any other person takes or threatens to indemnification take any action to declare this Agreement void or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delawareunenforceable, or in institutes any litigation or other court of competent jurisdictionaction or Proceeding designed to deny, of Indemnitee’s entitlement or to such indemnificationrecover from, contribution the Indemnitee the benefits provided or advancement of Expensesintended to be provided to the Indemnitee hereunder. Alternatively, the Company or Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall will not oppose IndemniteeXxxxxxxxxx’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 of this Agreement3, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b) of this Agreement or (c) within thirty sixty (3060) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Sections 4 or 5 within ten fifteen (1015) business days after receipt by the Company of written request therefor, or (v) payment of indemnification pursuant to Section 2 is not made within fifteen (15) business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, Designated Court of Indemnitee’s entitlement right to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten thirty (1030) days (or twenty (20) days in the case of a claim for advancement of expenses) after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within thirty (30) days (or twenty (20) days in the case of a claim for advancement of expenses) after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State Commonwealth of DelawareVirginia, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 4 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b7(b) or (c) of this Agreement within thirty ninety (3090) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 of this Agreement within ten fifteen (1015) business days after receipt by the Company of written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not made within fifteen (15) business days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the Court of the State of Delaware, or in any other court of competent jurisdiction, Chancery of Indemnitee’s entitlement 's right to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with any costs associated therewith to be conducted paid by a single arbitrator pursuant the Company to the Commercial Arbitration Rules of the American Arbitration Associationextent permitted by law. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (x) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (y) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Company shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 8 that Indemnitee is not entitled to indemnification under this Agreementhereunder, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement7, (iii) no determination of as to Indemnitee’s entitlement to indemnification is shall have been made pursuant to Section 6(b8(c) of this Agreement hereunder, or that determination shall not have been made within thirty (30) 45 days after receipt by the Company of the request for indemnification or that indemnification, (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 5 or 6 within 10 business days after receipt by the Company of this Agreementa written request therefor or (v) payment of indemnification pursuant to Section 8(c) is not made timely, Indemnitee shall will be entitled to an adjudication in an appropriate court from the Court of the State Chancery of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution that indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.of

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 9 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b11(a) of this Agreement within thirty (30) 45 days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten 10 days after receipt by the Company of a written request therefor, or (10v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate by a court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s his entitlement to such indemnification, contribution indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 7 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been timely made pursuant to Section 6(b8(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification indemnification, or (iv) payment of indemnification is not made within ten thirty (1030) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 8 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Chancery Court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 10 of this Agreement, (iii) no determination of entitlement to indemnification is shall have been made pursuant to Section 6(b12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or indemnification, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after receipt by the Company of a written request therefor (or within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or indemnification, if such determination is deemed to have been required), or (v) a contribution payment is not made in a timely manner pursuant to Section 6 8 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement Delaware Court to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (y) the determination was made by a panel of arbitrators pursuant to Section 5(b)(v) hereof, or (z) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration award. In any such proceeding or arbitration, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the Court of Chancery of the State of Delaware, or in any other court Delaware of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award 5 is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement, and the Corporation shall have the burden of proof to overcome that presumption.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement by the Company or Independent Counsel that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the a written request for indemnification therefor, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that in the event the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee is entitled the benefits provided or intended to indemnification or such determination is deemed be provided to have been made pursuant to Section 6 of this AgreementIndemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding or award in arbitration, as applicable, seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 5 10 of this Agreement, (iii) no determination payment of entitlement to indemnification is not made pursuant to Section 6(b3, 6, 7 or the last sentence of Section 12(a) of this Agreement within thirty ten (3010) days after receipt by the Company of the a written request for indemnification therefore, (iv) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, or (ivv) payment of indemnification pursuant to Section 4 or 5 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other by a court of competent jurisdiction, jurisdiction of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.Arbitration

Remedies of Indemnitee. (a) In the event that that: (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, ; (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification or (as such period may be extended pursuant to Section 5(f)) ; (iv) payment of indemnification is not made pursuant to this Agreement within ten thirty (1030) days after receipt by the Company of a written request; or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

Remedies of Indemnitee. (a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 5 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court the state courts of the State of Delaware, or in any other court Nevada of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expensesthe remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option, 's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration AssociationAssociation now in effect, which award is to be made within ninety (90) days following the filing of the demand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption.