Common use of Remedies of Indemnitee Clause in Contracts

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, the Declaration of Trust or the Bylaws, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made the Company breaches any of its obligations pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in the Delaware Court of Chancery, or, solely in the event that the Delaware Court of Chancery declines jurisdiction, an appropriate state or federal court of located in the State of New York, or in any other court of competent jurisdictionDelaware, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement the Company determines that Indemnitee is not entitled to indemnificationindemnification pursuant to this Agreement, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the Company’s adverse determination. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement the Company determines that Indemnitee is entitled to indemnificationindemnification pursuant to this Agreement, the Company it shall thereafter be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance (and within 30 days following the Indemnitee’s written request to the Company), any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 (f) In the event that Indemnitee, any judicial proceedings brought pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In additionSection 8, the Company shallshall have the burden of proving, if so requested by Indemniteeclear and convincing evidence, advance that the foregoing expenses Indemnitee is not entitled to Indemnitee, subject payment of indemnification and/or Expenses pursuant to and in accordance with Section 8this Agreement.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Second Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, the Declaration of Trust or the Bylaws, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Xxxxxxxxxx and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 30 days after receipt by the Company Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company Corporation of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 6 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty fifty-five (3055) days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or and/or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 7(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that (a) the Indemnitee commences a proceeding seeking (1) to establish or enforce the Indemnitee’s entitlement to indemnification or advancement pursuant to this Agreement, (2) to otherwise enforce Indemnitee’s rights under or to interpret the terms of this Agreement, (3) to recover damages for breach of this Agreement, (4) to establish or enforce Indemnitee’s entitlement to indemnification or advancement pursuant to the Certificate or the Bylaws, or (5) to enforce or interpret the terms of any liability insurance policy maintained by the Company (each such proceeding an “Indemnitee Enforcement Proceeding”), or (b) the Company commences a proceeding against the Indemnitee seeking (1) to recover, pursuant to an undertaking or otherwise, amounts previously advanced to Indemnitee, (2) to enforce the Company’s rights under or to interpret the terms of this Agreement, or (3) to recover damages for breach of this Agreement (each such proceeding a “Company Enforcement Proceeding” and together with each form of Indemnitee Enforcement Proceeding, an “Enforcement Proceeding”), then the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with such Enforcement Proceeding, provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding on which Indemnitee does not prevail, unless (and only to the extent that) the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication in respect of such claim, issue or matter but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses that the Court of Chancery or such other court shall deem proper. The Company also shall be required to advance all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Enforcement Proceeding in advance of the final disposition of such Enforcement Proceeding within thirty (30) days after the receipt by the Company of a written request for such advance or advances from time to time, which request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Indemnitee and for which advancement is requested; provided, however, that any such advancement shall be made only after the Company receives an undertaking by or on behalf of the Indemnitee to repay any Expenses so advanced if it shall be finally determined that Indemnitee is not entitled to be indemnified against such Expenses. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, (f) Notwithstanding anything in this Agreement or any other agreementto the contrary, including any other indemnification, contribution or advancement agreement, or any provision no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkCayman Islands, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such suit in the event the Indemnitee has been successful, on the merits or otherwise, in defense of such suit. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 3.4.1 In the event that (i) a determination is made pursuant to Section 9 of this Agreement Paragraph 3.2 that the Indemnitee is not entitled to indemnification under hereunder: (a) the Indemnitee shall be entitled to seek an adjudication of his or her entitlement to such indemnification either, at the Indemnitee’s option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction, or (y) an arbitration to be conducted by a single arbitrator, selected by mutual agreement of the Company and the Indemnitee (or, failing such agreement by the then sitting Chief Judge of the United States District Court for the appropriate jurisdiction), pursuant to the commercial arbitration rules of the American Arbitration Association, and with respect to any such arbitration, a judgment thereon to be entered by any court of competent jurisdiction; (b) any such judicial proceeding or arbitration shall be de novo, and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (c) in any such judicial proceeding or arbitration, the Company shall have the burden of proving that indemnification is prohibited by applicable law. If any such determination is made, the Indemnitee shall be entitled, on five days’ written notice to the Secretary of the Company, to receive the written report of the persons making such determination, which report shall include the reasons and factual findings, if any, upon which such determination was based. 3.4.2 If a determination has been made, or is deemed to have been made, pursuant to Paragraph 3.2 or 3.3, that the Indemnitee is entitled to indemnification, the Company shall be obligated to pay the amounts constituting such indemnification within five days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless the Company establishes as provided in the final sentence of this Agreement, paragraph that: (iia) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. If either (x) advancement of Expenses expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request thereforParagraph 3.1, or (vy) payment of indemnification is not made within thirty (30) five calendar days after a determination has been made that Indemnitee is entitled of entitlement to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have has been made or deemed to have been made pursuant to Section 9 Paragraph 3.2 or 10 of this Agreement that 3.3, the Indemnitee is shall be entitled to seek judicial enforcement of the Company’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Company shall be bound by such determination may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in subclause (a) or (b) of this Subparagraph 3.4.2 (herein referred to as a “Disqualifying Event”); provided, however, that in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee such action the Company will have the burden of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with proving the request for indemnification, or (ii) prohibition occurrence of such indemnification under applicable lawDisqualifying Event. 11.4 3.4.3 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section Paragraph 3.4 that the procedures and presumptions of this Agreement Paragraph 3 are not valid, binding binding, and enforceable enforceable, and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. 11.5 In 3.4.4 If the event that Indemnitee, pursuant to this SectionParagraph 3.4, seeks a judicial adjudication of of, or an award in arbitration to enforce, his or her rights under, or to recover damages for breach of, this Agreement or any other agreementAgreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all those expenses (of the kinds described see definition contained in the definition of ExpensesParagraph 2 above) actually and reasonably incurred by him the Indemnitee if the Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately proratedprorated accordingly. In additionProvided, however, notwithstanding what has just been stated: (1) the amount of expenses for reimbursement during the Indemnitee’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense must be made on or before ninety (90) days after the date the Indemnitee prevailed in such adjudication or arbitration; (3) the right to reimbursement may not be subject to liquidation or exchange for another benefit. Further, the Indemnitee’s recovery from the Company shall, if so requested by Indemnitee, advance of any such expenses must take place during the foregoing expenses to Indemnitee, subject to and in accordance with Section 8duration of this Agreement (see Paragraph 5.1 which follows).

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 8 of this Agreement, (iii) the person or persons empowered to make a determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such 5 hereof shall have failed to make the requested determination shall not have been made and delivered in a written opinion within sixty ninety calendar (6090) days after the Companies’ receipt by the Company of the Indemnitee’s written request for indemnificationsuch indemnification or advancement of expenses, or (iv) payment of indemnification is not made pursuant to Section 7 Indemnitee otherwise seeks enforcement of this Agreement within thirty Agreement, Indemnitee shall be entitled to a final adjudication in a court of competent jurisdiction in the State of Delaware of the remedy sought. (30b) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after If a determination has been made that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or such determination is deemed to have been made pursuant to Section 9 5 hereof or 10 otherwise pursuant to the terms of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Companies shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee the absence of a material fact, misrepresentation or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, by Indemnitee in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable lawdetermination. 11.4 (c) The Company Companies shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Companies shall stipulate in any such court or before any such arbitrator that the Company is Companies are bound by all the provisions of this AgreementAgreement and are precluded from making any assertion to the contrary. 11.5 In the event that (d) Expenses reasonably incurred by Indemnitee in connection with Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights ’s request for indemnification under, seeking enforcement of or to recover damages for breach of, of this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained shall be borne by the Company, Indemnitee shall be entitled to recover from the Company, Companies when and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably as incurred by him in such judicial adjudicationIndemnitee, but only if he prevails therein. If to the extent it shall be is determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8hereunder.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 3(c) of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 3(b) of this Agreement within thirty (30) days after receipt by the Company of a written the request thereforfor indemnification, or (viv) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court Delaware of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or and/or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 3(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be. 11.5 (f) In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee, pursuant to this Section, seeks a judicial adjudication of his ’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition advancement of Expenses) actually , including, without limitation, for attorneys’ fees and disbursements reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with the terms set forth in Section 83(d) of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and the Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefore) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of the Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement3, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 3 within the applicable period of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days time set forth above after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 3 or 10 of (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 New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement 3 that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 4 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 3. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 3 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 4, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 4, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. The Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company to the extent provided hereunder or under applicable law, to advise and represent Indemnitee in connection with any such judicial adjudication or recovery, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 4 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall ultimately is determined to be entitled to recover from such indemnification, advancement of Expenses or insurance recovery, as the Companycase may be. (f) Notwithstanding anything in this Agreement to the contrary, and no determination as to entitlement to indemnification under this Agreement shall be indemnified by required to be made prior to the Company against, any and all expenses (final disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company Corporation of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) 20 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 8 or 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or of advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described types describe in the definition of ExpensesExpenses in Section 2 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 in Cases of Determination not to ------------------------------------------------------- Indemnify or to Advance Expenses. -------------------------------- In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 7 and 8, or if expenses are not advanced pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement9, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, Delaware or in any other court of competent jurisdiction, jurisdiction of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementadvance. The Company Indemnitors shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, adjudication or any other claim. Such judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced ------- by reason of a determination (if so made) that adverse determination. 11.3 he is not entitled to indemnification. If a determination shall have been is made or deemed to have been made pursuant to the terms of Section 9 7 or 10 of this Agreement Section 8 hereof that Indemnitee is entitled to indemnification, the Company Indemnitors shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be and is precluded from asserting in any judicial proceeding commenced pursuant to this Section that such determination has not been made or that the procedures and presumptions of this Agreement are procedure by which such determination was made is not valid, binding and enforceable and shall enforceable. The Indemnitors further agree to stipulate in any such court that the Company is Indemnitors are bound by all the provisions of this Agreement. 11.5 In Agreement and are precluded from making any assertion to the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails thereincontrary. If it the court shall be determined in such judicial adjudication determine that Indemnitee is entitled to receive less than all of the any indemnification or advancement of expenses soughthereunder, the expenses Indemnitors shall pay all reasonable Damages actually incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition(including, the Company shallbut not limited to, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8any appellate proceedings).

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 7 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 8 of this AgreementAgreement for any reason, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication of his rights in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementcourt. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 7 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 9 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 7 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 9, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 6(b) within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) 10 days after receipt by the Company of a written request thereforfor such payment, or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 of this Agreement6, Indemnitee shall will be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. Indemnitee will commence such proceeding seeking an adjudication within 1 year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall will not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have has been made pursuant to Section 9 of this Agreement 6(b) that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall 7 will be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall will not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). 11.3 (c) If a determination shall have been made or deemed to have has been made pursuant to Section 9 or 10 of this Agreement 6(b) that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 7, absent (i) a misstatement by Indemnitee of a material fact, fact or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company will pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses, or insurance recovery. (e) The Company shall will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding binding, and enforceable enforceable, and shall will stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company will indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant will (within 10 days after receipt by the Company of a written request therefore) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall ultimately is determined to be entitled to recover from such indemnification, advancement of Expenses, or insurance recovery, as the Companycase may be. (f) Notwithstanding anything in this Agreement to the contrary, and shall no determination as to entitlement to indemnification under this Agreement will be indemnified by required to be made prior to the Company against, any and all expenses (final disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 4(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 8 of this Agreement4(a) hereof, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 4(c) hereof within sixty twenty (6020) calendar days after receipt by the Company of the request for indemnificationnotice pursuant to Section 4(b) hereof, or (iv) payment of indemnification is not made pursuant to the third last sentence of Section 7 of this Agreement 4(c) hereof within thirty twenty (3020) calendar days after receipt the date of notice by the Company of a written request therefor, 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 9 or 10 of this Agreement4(b) hereof, Indemnitee shall be entitled to an adjudication in an appropriate court by the Delaware Court of the State of New York, Chancery or in any other court of competent jurisdiction, jurisdiction of his entitlement to such indemnification or indemnification, advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementor to recover damages for breach of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 4(c) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 . In any judicial proceeding commenced pursuant to this Section 5 the Company shall have the burdens of coming forward with evidence and of persuasion to prove that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 4(c) of this Agreement adverse to Indemnitee for any purpose. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 4(c) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (c) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) addition to Indemnitee’s right to seek a judicial determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled his or her entitlement to indemnification or advancement under this Agreement, (ii) advancement of Expenses is not timely made and in addition to all other rights or remedies Indemnitee may have at law or in equity, Indemnitee may, at his or her option, seek an award in arbitration to be conducted by a single arbitrator pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company Commercial Arbitration Rules of the request for indemnificationAmerican Arbitration Association, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by in which event the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudicationadjudication or award in arbitration. 11.2 (b) In connection with any determination as to whether the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnificationbe indemnified hereunder, the court or arbitrator shall presume that the Indemnitee has satisfied any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits necessary standard of conduct and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, and the burden of proof shall be on the Company shall be bound or its representative to establish, by such determination in any judicial proceeding commenced pursuant to this Sectionclear and convincing evidence, absent (i) a misstatement by that the Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement is not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable lawso entitled. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions (c) For purposes of this Agreement. 11.5 In , the event that Indemniteetermination of any claim, pursuant to this Sectionaction, seeks a judicial adjudication of his rights undersuit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreementupon a plea of nolo contendere, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effectits equivalent, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred not permitted by Indemnitee in connection with such judicial adjudication shall be appropriately proratedapplicable law. In addition, neither the failure of the Company shall(including, if so requested without limitation, the Board of Directors, any committee of the Board of Directors, legal counsel or the stockholders) to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by Indemniteethe Company (including, advance without limitation, by the foregoing expenses Board of Directors, any committee of the Board of Directors, legal counsel or the stockholders) that Indemnitee has not met such standard of conduct or did not have such belief shall be a defense to Indemnitee, subject to and in accordance with Section 8’s claim for indemnification or advancement under this Agreement or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, the Charter or the Bylaws, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 6 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) 20 days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkNevada, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 7(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). Notwithstanding any other provision of this Agreement, Indemnitee’s rights under this Agreement shall not be conditioned upon or subject to any obligation to seek payment under any insurance policy or policies, and Indemnitee’s rights under this Agreement shall not be limited by any such insurance policy or policies; but the Company shall nonetheless be subrogated to Indemnitee’s rights under any applicable insurance policies to the extent of amounts actually paid by the Company hereunder. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 1 of this Agreement) reasonably expected to be incurred by him in such judicial adjudication, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant shall (within 10 days after receipt by the Company of a written request therefore) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall is ultimately determined to be entitled to recover from the Companysuch indemnification, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses soughtor insurance recovery, as the expenses incurred by Indemnitee case may be. (f) Notwithstanding anything in connection with such judicial adjudication this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be appropriately prorated. In addition, required to be made before the Company shall, if so requested by Indemnitee, advance final disposition of the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 8(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered within the time period provided in a written opinion within sixty (60Section 9(b) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 5, Section 6, or the last sentence of Section 8(b) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or Section 4 of this Agreement is not made within thirty (30) 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 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of New York, or in any other Maryland court of competent jurisdiction, jurisdiction of his entitlement to such indemnification or advancement of ExpensesExpenses and appeals therefrom, judgments, penalties, fines or, when eligible hereunder, amounts paid concluding in settlementa final and unappealable judgment. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 8(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 2(d) of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if (and only to the extent) he prevails therein. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor, or request (vc) 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that If a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 (d) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company againstfor, any and all expenses (of the kinds described in the definition of Expenses) Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement advance of expenses Expenses sought, the expenses Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement no determination has been made pursuant to Section 6 of this Agreement within 60 days of a demand by Indemnitee for indemnification (which 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making such determination in good faith require(s) such additional time for the obtaining or evaluating of documentation and/or information relating to such determination or for other good cause shown), (iii) advance payment or reimbursement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification3 hereof, (iv) payment of indemnification is not timely made pursuant to Section 7 2 hereof promptly after the date of this Agreement within thirty (30) days after receipt by notice to the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a the determination has been made that Indemnitee is entitled to indemnification or such determination (v) if it is deemed determined that Indemnitee is entitled to have been made indemnification pursuant to Section 9 or 6(a), payment to Indemnitee is not made 10 of this Agreementdays after such determination, Indemnitee shall be entitled to bring an adjudication action against the Company in an appropriate court accordance with Section 24. (b) Neither the failure of the State of New YorkCompany (including its Board, Independent Counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Company (including its Board, the Independent Counsel, or its stockholders) that Indemnitee had not met such applicable standard of conduct, shall be a defense to the action. For purposes of this Agreement, the termination of any other Proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of competent jurisdictionnolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of his entitlement conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law in the absence of a specific finding so stating. (c) Any judicial proceeding commenced pursuant to such this Section 7 shall be conducted in all respects on a de novo basis on the merits and any earlier determination pursuant to Section 6(a) shall not create any presumption that Indemnitee has not met the applicable standard of conduct or that Indemnitee is not entitled to indemnification or advancement under this Agreement. In any judicial proceeding commenced pursuant to this Section 7, Indemnitee shall be presumed to be entitled to be indemnified and to receive advances of Expenses under this Agreement, and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified and to receive advances of Expenses, judgmentsas the case may be, penaltiesand the Company may not refer to or introduce into evidence any determination pursuant to Section 6(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section 7, fines or, when eligible hereunder, amounts paid in settlement. The Company Indemnitee shall not oppose be required to reimburse the Company for any advances pursuant to Section 3 until a final determination is made with respect to Indemnitee’s right entitlement to seek any such adjudication. 11.2 In the event that indemnification (as to which all rights of appeal have been exhausted or lapsed). If a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 6(a) hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be precluded from asserting in any judicial proceeding commenced or held pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court proceeding that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or (e) If Indemnitee is entitled under any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled this Agreement to recover from the Company, and shall be indemnified indemnification by the Company againstas provided in Section 2 or the advancement or repayment of Expenses as provided in Section 3 with respect to some but not all liabilities or Expenses, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In additionrespectively, the Company shallshall nevertheless indemnify Indemnitee and advance or reimburse Indemnitee’s Expenses for the portion thereof to which Indemnitee is entitled. If the Company disputes a portion of the amounts for which indemnification is requested, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to undisputed portion shall be paid and in accordance with Section 8only the disputed portion withheld pending resolution of any such dispute.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 4(c) of this Agreement that Indemnitee is not entitled to indemnification for Liabilities and Expenses or advancement of Expenses under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement4(a) hereof, (iii) the no determination of entitlement to indemnification is to be for Liabilities and Expenses or advancement of Expenses shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 4(c) hereof within sixty twenty (6020) calendar days after receipt by the Company of the request for indemnificationnotice pursuant to Section 4(b) hereof, or (iv) payment of indemnification is not made pursuant to the fourth to last sentence of Section 7 of this Agreement 4(c) hereof within thirty twenty (3020) calendar days after receipt the date of notice by the Company of a written request therefor, 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 9 or 10 of this Agreement4(b) hereof, Indemnitee shall be entitled to an adjudication in an appropriate court by the Delaware Court of the State of New York, Chancery or in any other court of competent jurisdiction, jurisdiction of his entitlement to such indemnification or indemnification, advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right or to seek any such adjudicationrecover damages for breach of this Agreement. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 4(c) of this Agreement that Indemnitee is not entitled to indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, any judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a trial de novo trial on the merits novo, and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 . In any judicial proceeding commenced pursuant to this Section 5, the Company shall have the burdens of coming forward with evidence and proving by a preponderance of the evidence that Indemnitee is not entitled to indemnification for Liabilities and Expenses or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 4(c) of this Agreement adverse to Indemnitee for any purpose. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 4(c) hereof that Indemnitee is entitled to indemnificationindemnification for Liabilities and Expenses or advancement of Expenses, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification for Liabilities and Expenses or advancement of Expenses under applicable law. 11.4 (c) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification for Liabilities and Expenses or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and the Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefore) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Xxxxxxxxxx and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of the Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company Corporation of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) 20 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 8 or 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkNevada, or in any other court of competent jurisdiction, of his entitlement to such indemnification or of advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described types describe in the definition of ExpensesExpenses in Section 2 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (3010) 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 8 or 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or of advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change in Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described types describe in the definition of ExpensesExpenses in Section 2 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) ten days after receipt by the Company Corporation of a written request therefor, or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, judgmentsthe Indemnitee, penaltiesat his option, fines or, when eligible hereunder, amounts paid may seek an award in settlementarbitration to be conducted by a single arbitrator pursuant to the 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 11.1. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudicationadjudication or award in arbitration. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section shall be conducted in all respects as a de novo trial or arbitration on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of of, or an award in arbitration to enforce, his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudicationadjudication or arbitration, but only if he prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive some but less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 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 8 of this Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementher rights. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 8 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe or she is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 6 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, misrepresentation or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court of the State of Delaware that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 8, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee(e) Expenses reasonably incurred by Indemnitee in connection with his or her request for indemnification under this Agreement, pursuant to seeking enforcement of this Section, seeks a judicial adjudication of his rights under, Agreement or to recover damages for breach of, of this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained shall be borne by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Corporation.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section section 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 section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 section 9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company Company, of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 section 5 of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 sections 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkFlorida, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementexpenses. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this section 11(a). The Company shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding Proceeding commenced pursuant to this Section section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial Proceeding commenced pursuant to this section 11 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section Sections 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding Proceeding commenced pursuant to this Sectionsection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be precluded from asserting in any judicial proceeding Proceeding commenced pursuant to this Section section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this Sectionsection 11, seeks a judicial adjudication of to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds types described in the definition of ExpensesExpenses in section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made the Reviewing Party determines pursuant to Section 9 6 of this Agreement that Indemnitee is not entitled to indemnification indemnification, in whole or in part, under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 3 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion by the Reviewing Party within sixty thirty (6030) days after receipt by written demand is presented to the Company of the request for indemnificationCompany, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (3010) days after a determination has been made that Indemnitee is entitled to indemnification indemnification, or such determination (v) a contribution payment is deemed to have been not made in a timely manner pursuant to Section 9 or 10 of this Agreement, then Indemnitee shall have the right to commence litigation in any court in the Commonwealth of Pennsylvania having subject matter jurisdiction thereof, and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be entitled conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in an appropriate court of arbitration within 180 days following the State of New York, date on which Indemnitee first has the right to commence such proceeding or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementright shall expire. The Company shall not oppose Indemnitee’s right to seek any such adjudicationadjudication or award in arbitration. 11.2 In the event that (b) If a determination shall have been made pursuant to Section 9 of this Agreement by the Reviewing Party that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement by the Reviewing Party that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and binding, or enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this AgreementAgreement for any reason, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication of Indemnitee’s rights in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementcourt. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 7 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationIndemnitee is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 5 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 7, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement (including the rebuttable presumptions specified in Section 5(f)(i)) and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 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 8 of this Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementher rights. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 8 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe or she is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 6 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court of the State of Delaware that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 8, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee(e) Expenses reasonably incurred by Indemnitee in connection with his or her request for indemnification under this Agreement, pursuant to seeking enforcement of this Section, seeks a judicial adjudication of his rights under, Agreement or to recover damages for breach of, of this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained shall be borne by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Corporation.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or Section 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or the Bylaws now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (3010) 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 8 or 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or of advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described types describe in the definition of ExpensesExpenses in Section 2 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 3.4.1 In the event that (i) a determination is made pursuant to Section 9 of this Agreement Paragraph 3.2 that the Indemnitee is not entitled to indemnification under hereunder: (a) the Indemnitee shall be entitled to seek an adjudication of his or her entitlement to such indemnification either, at the Indemnitee’s option, in (x) an appropriate court of the State of Texas or any other court of competent jurisdiction, or (y) an arbitration to be conducted by a single arbitrator, selected by mutual agreement of the Company and the Indemnitee (or, failing such agreement by the then sitting Chief Judge of the United States District Court for the appropriate jurisdiction), pursuant to the commercial arbitration rules of the American Arbitration Association; (b) any such judicial proceeding or arbitration shall be de novo, and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (c) in any such judicial proceeding or arbitration, the Company shall have the burden of proving that indemnification is prohibited by applicable law. If any such determination is made, the Indemnitee shall be entitled, on five days’ written notice to the Secretary of the Company, to receive the written report of the persons making such determination, which report shall include the reasons and factual findings, if any, upon which such determination was based. 3.4.2 If a determination has been made, or is deemed to have been made, pursuant to Paragraph 3.2 or 3.3, that the Indemnitee is entitled to indemnification, the Company shall be obligated to pay the amounts constituting such indemnification within five days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless the Company establishes as provided in the final sentence of this Agreement, paragraph that: (iia) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. If either (x) advancement of Expenses expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request thereforParagraph 3.1, or (vy) payment of indemnification is not made within thirty (30) five calendar days after a determination has been made that Indemnitee is entitled of entitlement to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have has been made or deemed to have been made pursuant to Section 9 Paragraph 3.2 or 10 of this Agreement that 3.3, the Indemnitee is shall be entitled to seek judicial enforcement of the Company’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Company shall be bound by such determination may bring an action, in an appropriate court in the State of Texas or any other court of competent jurisdiction, contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in subclause (a) or (b) of this Subparagraph 3.4.2 (herein referred to as a “Disqualifying Event”); provided, however, that in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee such action the Company will have the burden of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with proving the request for indemnification, or (ii) prohibition occurrence of such indemnification under applicable lawDisqualifying Event. 11.4 3.4.3 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section Paragraph 3.4 that the procedures and presumptions of this Agreement Paragraph 3 are not valid, binding binding, and enforceable enforceable, and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. 11.5 In 3.4.4 If the event that Indemnitee, pursuant to this SectionParagraph 3.4, seeks a judicial adjudication of of, or an award in arbitration to enforce, his or her rights under, or to recover damages for breach of, this Agreement or any other agreementAgreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all those expenses (of the kinds described see definition contained in the definition of ExpensesParagraph 2 above) actually and reasonably incurred by him the Indemnitee if the Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately proratedprorated accordingly. In additionProvided, however, notwithstanding what has just been stated: (1) the amount of expenses for reimbursement during the Indemnitee’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense must be made on or before ninety (90) days after the date the Indemnitee prevailed in such adjudication or arbitration; (3) the right to reimbursement may not be subject to liquidation or exchange for another benefit. Further, the Indemnitee’s recovery from the Company shall, if so requested by Indemnitee, advance of any such expenses must take place during the foregoing expenses to Indemnitee, subject to and in accordance with Section 8duration of this Agreement (see Paragraph 5.1 which follows).

Remedies of Indemnitee. 11.1 3.4.1 In the event that (i) a determination is made pursuant to Section 9 of this Agreement Paragraph 3.2 that the Indemnitee is not entitled to indemnification under hereunder: (a) the Indemnitee shall be entitled to seek an adjudication of his or her entitlement to such indemnification either, at the Indemnitee’s option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction, or (y) an arbitration to be conducted by a single arbitrator, selected by mutual agreement of the Company and the Indemnitee (or, failing such agreement by the then sitting Chief Judge of the United States District Court for the appropriate jurisdiction), pursuant to the commercial arbitration rules of the American Arbitration Association, and with respect to any such arbitration, a judgment thereon to be entered by any court of competent jurisdiction; (b) any such judicial proceeding or arbitration shall be de novo, and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (c) in any such judicial proceeding or arbitration, the Company shall have the burden of proving that indemnification is prohibited by applicable law. If any such determination is made, the Indemnitee shall be entitled, on five (5) days’ written notice to the Secretary of the Company, to receive the written report of the persons making such determination, which report shall include the reasons and factual findings, if any, upon which such determination was based. 3.4.2 If a determination has been made, or is deemed to have been made, pursuant to Paragraph 3.2 or 3.3, that the Indemnitee is entitled to indemnification, the Company shall be obligated to pay the amounts constituting such indemnification within five (5) days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless the Company establishes as provided in the final sentence of this Agreement, paragraph that: (iia) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation; or (b) such indemnification is prohibited by law. If either (x) advancement of Expenses expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request thereforParagraph 3.1, or (vy) payment of indemnification is not made within thirty five (305) calendar days after a determination has been made that Indemnitee is entitled of entitlement to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have has been made or deemed to have been made pursuant to Section 9 Paragraph 3.2 or 10 of this Agreement that 3.3, the Indemnitee is shall be entitled to seek judicial enforcement of the Company’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Company shall be bound by such determination may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in subclause (a) or (b) of this Subparagraph 3.4.2 (herein referred to as a “Disqualifying Event”); provided, however, that in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee such action the Company will have the burden of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with proving the request for indemnification, or (ii) prohibition occurrence of such indemnification under applicable lawDisqualifying Event. 11.4 3.4.3 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section Paragraph 3.4 that the procedures and presumptions of this Agreement Paragraph 3 are not valid, binding binding, and enforceable enforceable, and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. 11.5 In 3.4.4 If the event that Indemnitee, pursuant to this SectionParagraph 3.4, seeks a judicial adjudication of of, or an award in arbitration to enforce, his or her rights under, or to recover damages for breach of, this Agreement or any other agreementAgreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all those expenses (of the kinds described see definition contained in the definition of ExpensesParagraph 2 above) actually and reasonably incurred by him the Indemnitee if the Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately proratedprorated accordingly. In additionProvided, however, notwithstanding what has just been stated: (1) the amount of expenses for reimbursement during the Indemnitee’s taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of an eligible expense must be made on or before ninety (90) days after the date the Indemnitee prevailed in such adjudication or arbitration; (3) the right to reimbursement may not be subject to liquidation or exchange for another benefit. Further, the Indemnitee’s recovery from the Company shall, if so requested by Indemnitee, advance of any such expenses must take place during the foregoing expenses to Indemnitee, subject to and in accordance with Section 8duration of this Agreement (see Paragraph 5.1 which follows).

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 6(b) within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) 10 days after receipt by the Company of a written request thereforfor such payment, or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 of this Agreement6, Indemnitee shall will be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. Indemnitee will commence such proceeding seeking an adjudication within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall will not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have has been made pursuant to Section 9 of this Agreement 6(b) that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall 7 will be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall will not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). 11.3 (c) If a determination shall have been made or deemed to have has been made pursuant to Section 9 or 10 of this Agreement 6(b) that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 7, absent (i) a misstatement by Indemnitee of a material fact, fact or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company will pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses, or insurance recovery. (e) The Company shall will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding binding, and enforceable enforceable, and shall will stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company will indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant will (within 10 days after receipt by the Company of a written request therefore) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall ultimately is determined to be entitled to recover from such indemnification, advancement of Expenses, or insurance recovery, as the Companycase may be. (f) Notwithstanding anything in this Agreement to the contrary, and shall no determination as to entitlement to indemnification under this Agreement will be indemnified by required to be made prior to the Company against, any and all expenses (final disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 of this Agreement 6 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 8 of this Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication of his rights in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementcourt. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 In the event that (b) If a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 12 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 6 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by a court that all or any part of such indemnification under applicable is prohibited by law. 11.4 The (d) In any Proceeding brought by Indemnitee under this Section 12, the Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Company shall stipulate in any such court that the Company is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event (e) The Company acknowledges that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages monetary remedy for breach ofof this Agreement, this Agreement or any other agreementat some later date, including any other indemnificationwill be inadequate, contribution or advancement agreementimpracticable and difficult to prove, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Companyfurther acknowledges that such breach would cause Indemnitee irreparable harm. Accordingly, Indemnitee shall be entitled to recover from temporary and permanent injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by the Company, and shall the Company acknowledges that in the absence of such a waiver, a bond or undertaking may be indemnified required by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8court.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this AgreementAgreement for any reason, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication of his rights in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementcourt. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 7 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 5 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 7, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement (including the rebuttable presumptions specified in Section 5(b)) and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and the Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefore) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of the Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 In (a) Subject to Section 11(d), in the event that (i) a determination is made pursuant to Section 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 8 7 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 9(a) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 4 or 5 within thirty ten (3010) 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 thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification indemnification, or such determination is deemed (vi) in the event that the Company or any other person takes or threatens to have been made pursuant take any action to Section 9 declare this Agreement void or 10 of this Agreementunenforceable, 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 by a court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 11 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 The Company (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be precluded from asserting in any judicial proceeding commenced pursuant required to this Section that be made prior to the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision final disposition of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 or 12(c) of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 10 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 30 days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Section 7 Sections 4, 5 and 12(c) of this Agreement Agreement, within thirty (30) 30 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that the Company or any other person or entity 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 9 or 10 of this AgreementIndemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other by a court of competent jurisdiction, jurisdiction of his or her entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudicationadjudication in accordance with this Agreement. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted 12, in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of event that adverse determination. 11.3 If a determination shall have been made the person, persons or deemed to have been made pursuant to entity empowered or selected under Section 9 or 10 of this Agreement that to determine whether Indemnitee is entitled to indemnificationindemnification has not made such a determination within the relevant time period provided for under Section 12(a) of this Agreement, the Company shall stipulate and may not contest that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be bound in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. (c) To the extent not prohibited by such determination in any judicial proceeding commenced pursuant to this Sectionlaw, absent (i) a misstatement the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request any action for indemnification, indemnification or (ii) prohibition advancement of such indemnification under applicable law. 11.4 The Company shall be precluded Expenses from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Company to the extent Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him is successful in such judicial adjudicationaction, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shalland, if so requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company of a written request therefor) advance the foregoing expenses such Expenses to Indemnitee, subject to and in accordance with the provisions of Section 8. (d) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

Remedies of Indemnitee. 11.1 a. In the event that (i) a determination is made pursuant to Section 9 10 of this Agreement that Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 Sections 6 or 7 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to within the time period provided in Section 9.2 10 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the written request for indemnification, (iv) reimbursement or payment of indemnification is not made pursuant to Section 7 of this Agreement Agreement, within thirty (30) 60 days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 or Section 4 of this Agreement is not timely made within thirty (30) days after a determination has been made made, or deemed to have been made, that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of by the Nevada State of New York, District Court or in any other a court of competent jurisdiction, jurisdiction of his or her entitlement to such indemnification or advancement of ExpensesExpenses and appeals therefrom, judgments, penalties, fines or, when eligible hereunder, amounts paid concluding in settlementa final and unappealable judgment by the highest court in Nevada. The Company Board shall not oppose Indemnitee’s right make a determination as to seek any the final disposition of such adjudication. 11.2 b. In the event that a determination shall have been made pursuant to Section 9 10 of this Agreement that Indemnitee is not entitled to indemnificationindemnification or advancement of expenses, any judicial proceeding Proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 c. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnificationindemnification or advancement of Expenses, the Company shall be bound by such determination in any judicial proceeding Proceeding commenced pursuant to this SectionSection 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, which if such fact were previously known, Indemnitee would not have been entitled to indemnification or (ii) a prohibition of such indemnification under applicable law. 11.4 d. In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication to the extent that it is determined in such judicial adjudication that Indemnitee is entitled to indemnification or advancement of expenses. e. The Company shall be precluded from asserting in any judicial proceeding Proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (ia) Notwithstanding a final determination is made pursuant to Section 9 of this Agreement by any Reviewing Party that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant with respect to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreementspecific Proceeding, Indemnitee shall be entitled to an adjudication in an appropriate court of by the State of New York, or in any other court of competent jurisdiction, Delaware Court of his or her entitlement to such indemnification or advancement indemnification, as further described in Section 10(b). Indemnitee shall have the right to apply to the Delaware Court for the purpose of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose enforcing Indemnitee’s right to seek indemnification pursuant to this Agreement. Further, the parties recognize that if any provision of this Agreement is violated by the Company, including with respect to compliance with the time periods specified herein, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such adjudicationviolation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue. 11.2 (b) In the event that a final determination shall have been made pursuant to Section 9 of this Agreement by any Reviewing Party that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in . In any judicial proceeding commenced pursuant to this SectionSection 10, absent (i) a misstatement by the Company shall have the burden of proving Indemnitee of a material factis not entitled to indemnification or advancement, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with as the request for indemnification, or (ii) prohibition of such indemnification under applicable lawcase may be. 11.4 (c) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, (d) Notwithstanding anything in this Agreement or any other agreementto the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails appeal therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementher rights. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 9 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 12 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe or she is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 or 10 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court of the State of Delaware that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 12, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee(e) Expenses reasonably incurred by Indemnitee in connection with his or her request for indemnification under this Agreement, pursuant to seeking enforcement of this Section, seeks a judicial adjudication of his rights under, Agreement or to recover damages for breach of, of this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained shall be borne by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Corporation.

Remedies of Indemnitee. 11.1 a. In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement, or (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty twenty (3020) 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 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to an adjudication in an appropriate court by the Court of Chancery of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 b. In the event that a determination shall have been made pursuant to Section 9 8(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 11, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification. 11.3 c. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 8(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, misleading in connection with the request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 d. In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of his Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for and held harmless from and against, any and all expenses (of the kinds described in the definition of Expenses) actually and Expenses reasonably incurred by him in such judicial adjudication, but only adjudication if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification successful, in whole or advancement of expenses soughtin part, the expenses incurred by Indemnitee in connection with prosecuting such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8claim.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 6 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty fifty-five (3055) days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or and/or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 7(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that (a) the Indemnitee commences a proceeding seeking (1) to establish or enforce the Indemnitee’s entitlement to indemnification or advancement pursuant to this Agreement, (2) to otherwise enforce Indemnitee’s rights under or to interpret the terms of this Agreement, (3) to recover damages for breach of this Agreement, (4) to establish or enforce Indemnitee’s entitlement to indemnification or advancement pursuant to the Bylaws, or (5) to enforce or interpret the terms of any liability insurance policy maintained by the Company (each such proceeding an “Indemnitee Enforcement Proceeding”), or (b) the Company commences a proceeding against the Indemnitee seeking (1) to recover, pursuant to an undertaking or otherwise, amounts previously advanced to Indemnitee, (2) to enforce the Company’s rights under or to interpret the terms of this Agreement, or (3) to recover damages for breach of this Agreement (each such proceeding a “Company Enforcement Proceeding” and together with each form of Indemnitee Enforcement Proceeding, an “Enforcement Proceeding”), then the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with such Enforcement Proceeding, provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding on which Indemnitee does not prevail, unless (and only to the extent that) the court in which such Proceeding was brought shall determine upon application that, despite the adjudication in respect of such claim, issue or matter but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. The Company also shall be required to advance all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Enforcement Proceeding in advance of the final disposition of such proceeding within thirty (30) days after the receipt by the Company of a written request for such advance or advances from time to time, which request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Indemnitee and for which advancement is requested; provided, however, that any such advancement shall be made only after the Company receives an undertaking by or on behalf of the Indemnitee to repay any Expenses so advanced if it shall be finally determined that Indemnitee is not entitled to be indemnified against such Expenses. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, (f) Notwithstanding anything in this Agreement or any other agreementto the contrary, including any other indemnification, contribution or advancement agreement, or any provision no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court of the State of New Yorkaward in arbitration as provided by Section 17, or in any other court of competent jurisdiction, each case of his or her entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and the Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce his or her rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefore) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses once provided to Indemnitee, subject to and in accordance with Section 8may not be revoked or released without the prior written consent of the Indemnitee.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation or Bylaws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall shall, subject to Section 26 hereof, be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1  (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this AgreementAgreement for any reason, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication of his rights in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementcourt. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication..  11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 7 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determination.he is not entitled to indemnification.  11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 5 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court that all or any part of such indemnification under applicable is expressly prohibited by law..  11.4 The Company (d) In any court proceeding pursuant to this Section 7, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 In Agreement (including the event that Indemnitee, pursuant rebuttable presumptions specified in Section 5(b)) and is precluded from making any assertion to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails thereincontrary. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (i) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 3(b) that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to seek an adjudication of his or her entitlement to such indemnification either at Indemnitee's sole option, in (x) an appropriate court of the State of New York, Delaware or in any other court of competent jurisdiction, jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek the American Arbitration Association; it being understood that any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section or arbitration shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that such adverse determination; and in any such judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not entitled to indemnification under this Agreement. 11.3 (ii) If a determination shall have been made or deemed to have been made made, pursuant to Section 9 3(b) or 10 of this Agreement (c), that Indemnitee is entitled to indemnification, the Company shall be obligated to pay the amounts constituting such indemnification within ten (10) business days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant unless (A) Indemnitee misrepresented or failed to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of disclose a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. In the event that advancement of expenses is not timely made pursuant to Section 3(a) or payment of indemnification is not made within ten (10) business days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 3(b) or (c), Indemnitee shall be entitled to seek judicial enforcement of the Company's obligation to pay to Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Company may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of Indemnitee to receive indemnification hereunder due to the occurrence of an event described in subclause (A) or (B) of this clause (ii) prohibition (a "Disqualifying Event"); provided, however, that in any such action the Company shall have the burden of proving the occurrence of such indemnification under applicable lawDisqualifying Event. 11.4 (iii) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 3(d) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 (iv) In the event that Indemnitee, pursuant to this SectionSection 3(d), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee if Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the all such expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8paid.

Remedies of Indemnitee. 11.1 In (a) If a claim under Sections 1 or 2 of this Agreement is not paid in full by the event that Company within 30 days after the later of (i) receipt of a Claim Notice, or (ii) the determination that Indemnitee is made entitled to indemnification pursuant to Section 9 of 6 or that no such determination is necessary, or a claim under this Agreement is not paid in full by the Company within 20 days after a written claim for advancement of expenses has been received by the Company, Indemnitee shall be entitled at any time thereafter to bring suit against the Company to recover the unpaid amount of any such claim. If successful in any such suit, or in a suit brought by the Company seeking to recover a prior advancement of expenses to Indemnitee, Indemnitee shall be entitled additionally to be paid, and to seek as an award in connection with any such suit, the cost and expenses (including attorneys’ fees) incurred by Indemnitee in prosecuting or defending such suit. (b) In making a determination with respect to entitlement to indemnification hereunder, neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of the suit as to whether indemnification of Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in Nevada law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met any such applicable standard of conduct, shall be a defense to the suit or create a presumption for purposes of such suit that the Indemnitee has not met any applicable standard of conduct. (c) If the person, persons or entity empowered or selected to determine whether Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion determination within sixty (60) 20 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, or (v) payment the requisite determination of indemnification is not made within thirty (30) days after a determination has been made that Indemnitee is entitled entitlement to indemnification or such determination is shall be deemed to have been made pursuant to Section 9 or 10 of this Agreement, and Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 The Company shall ; provided, however, that such 20-day period may be precluded from asserting in any judicial proceeding commenced pursuant extended for a reasonable time, not to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shallexceed an additional 5 days, if so requested by Indemniteethe person, advance persons or entity making the foregoing expenses determination with respect to Indemnitee, subject entitlement to and indemnification in accordance with Section 8good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Grand Court of the State of New YorkCayman Islands, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (A) In the event that (iI) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iiII) advancement of Expenses is not timely made pursuant to Section 8 of this Agreementhereto, (iiiIII) except when the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 2(c)(iii) hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 2(c)(iii) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) calendar days after receipt by the Company of the Indemnitee’s written request for indemnificationindemnification in accordance with this Agreement, (ivIV) under circumstances in which the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 2(c)(iii) hereof, no determination of entitlement to indemnification shall have been made pursuant to Section 2(c)(iii) hereof within eighty (80) calendar days after receipt by the Company of Indemnitee’s written request for indemnification in accordance with this Agreement (unless an objection to the selection of such Independent Counsel has been made and substantiated and not withdrawn, in which case the applicable time period shall be seventy (70) calendar days after the Court of Chancery of the State of Delaware or another court of competent jurisdiction in the State of Delaware (or such person appointed by such court to make such determination) has determined or appointed the person to act as Independent Counsel pursuant to Section 2(c)(iii) hereof), (V) payment of indemnification is not made pursuant to Section 7 1(c) or Section 1(d) of this Agreement within thirty (30) calendar days after receipt by the Company of a written request therefor, or (vVI) payment of indemnification pursuant to Section 1(a) or Section 1(b) of this Agreement is not made within thirty (30) calendar days after a determination has been made pursuant to Section 2(c)(iii) that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreementindemnification, then Indemnitee shall be entitled to seek an adjudication in an appropriate court by the Court of Chancery of the State of New York, or in any other court Delaware of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, judgmentsif the foregoing conditions have been satisfied, penaltiesIndemnitee, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose at Indemnitee’s right option, may seek an award in arbitration to seek any such adjudicationbe conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. 11.2 (B) In the event that a determination shall have been made pursuant to Section 9 2(c)(iii) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 2(c)(viii) shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 (C) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 2(c)(iii) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 2(c)(viii), absent (iI) a misstatement or misrepresentation by Indemnitee (or anyone acting on Indemnitee’s behalf) of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement (or statements of persons acting on behalf of Indemnitee) not materially misleading, in connection with the request for indemnification or in connection with the provision of information or documentation pursuant to the last sentence of Section 2(c)(iii), or (II) a prohibition of such indemnification under applicable law. (D) If the determination of the Indemnitee’s entitlement to indemnification is to be determined by the Board of Directors or a committee thereof pursuant to this Section 2(c) and has not been made within ninety (90) days after the later of (a) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 2(c)(ii) and (b) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (I) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or indemnification and (iiII) a prohibition of such indemnification under applicable lawlaw in a Final Disposition. The Determination Period may be extended for a reasonable time, not to exceed an additional sixty (60) days, or longer as the Company and Indemnitee may agree, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. For the avoidance of doubt, this Section 2(c)(viii)(D) shall not apply to the determination of indemnification to be made by Independent Counsel. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 (E) In the event that Indemnitee, pursuant to this SectionSection 2(c)(viii), seeks a judicial adjudication of his or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreementAgreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, then Indemnitee shall be entitled to (I) recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) Expenses actually and reasonably incurred by him or on behalf of such Indemnitee in such judicial adjudicationadjudication or arbitration, but only if he (and only to the extent) Indemnitee prevails thereintherein and (II) advancement of Expenses pursuant to and in accordance with Section 2(a) hereof. If it shall be determined in such said judicial adjudication or arbitration that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses Expenses sought, the expenses Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 4 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 7(b) or (c) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 5 or 6 of this Agreement within thirty fifteen (3015) business days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not made within thirty fifteen (3015) 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 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the Court of the State Chancery of New York, or in any other court of competent jurisdiction, of his entitlement Indemnitee's right to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts with any costs associated therewith to be paid in settlementby the Company to the extent permitted by law. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 7 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits and -- ---- Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 8, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 7 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section 8, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4 until a final determination is made with respect to Indemnitee's entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). 11.3 (c) Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In (e) The Company shall indemnify and hold harmless Indemnitee to the event fullest extent permitted by law against all expenses (of the type that would be considered "Expenses" if incurred in connection with a Proceeding) and, if requested by Indemnitee, pursuant shall (within ten (10) days after the Company's receipt of such written request) advance to this SectionIndemnitee, seeks a to the fullest extent permitted by applicable law, such expenses that are incurred by Indemnitee in connection with any judicial adjudication of his proceeding brought by Indemnitee (i) to enforce Indemnitee's rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution indemnification agreement or advancement agreement, or any provision of the Certificate of Incorporation or the Company’s Amended and Restated Memorandum and Articles of Association 's By-laws now or hereafter in effect, ; or (ii) for recovery or advances under directors’ and officers’ liability any insurance policies policy maintained by any person for the Companybenefit of Indemnitee, to the full extent Indemnitee shall ultimately is determined to be entitled to recover from such indemnification, advance or insurance recovery, as the Companycase may be. (f) Notwithstanding anything in this Agreement to the contrary, and no determination as to entitlement to indemnification under this Agreement shall be indemnified by required to be made prior to the Company against, any and all expenses (final termination or disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 6(b) within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) 10 days after receipt by the Company of a written request thereforfor such payment, or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 of this Agreement6, Indemnitee shall will be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. Indemnitee will commence such proceeding seeking an adjudication within 1 year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall will not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have has been made pursuant to Section 9 of this Agreement 6(b) that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall 7 will be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall will not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). 11.3 (c) If a determination shall have been made or deemed to have has been made pursuant to Section 9 or 10 of this Agreement 6(b) that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 7, absent (i) a misstatement by Indemnitee of a material fact, fact or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company will pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses, or insurance recovery. (e) The Company shall will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding binding, and enforceable enforceable, and shall will stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company will indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant will (within 10 days after receipt by the 8. Company of a written request therefore) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall ultimately is determined to be entitled to recover from the Companysuch indemnification, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition advancement of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of or insurance recovery, as the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8case may be.

Remedies of Indemnitee. 11.1 11.1. In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkCayman Islands, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 11.2. In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 11.3. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 11.4. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 11.5. In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association incorporation or by-laws of the Company now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. In any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such suit in the event the Indemnitee has been successful, on the merits or otherwise, in defense of such suit. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (i) In the event that (i) a determination is made pursuant to Section 9 3(b) that the Indemnitee is not entitled to indemnification hereunder, (A) the Indemnitee shall be entitled to seek an adjudication of this Agreement Indemnitee’s entitlement to such indemnification either, at the Indemnitee’s sole option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (y) an arbitration to be conducted by a single arbitrator, selected by mutual agreement of the Company and Indemnitee (or, failing such agreement, by the then sitting Chief Judge of the United States District Court for the District of Colorado), pursuant to the rules of the American Arbitration Association; (B) any such judicial proceeding or arbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such adverse determination and (C) in any such judicial proceeding or arbitration the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification under this AgreementArticle. If any such determination is made, the Indemnitee shall be entitled, on five days written notice to the Secretary of the Company, to receive the written report of the persons making such determination, which report shall include the reasons and factual findings, if any, upon which such determination was based. (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made made, pursuant to Section 9 3(b) or 10 of this Agreement (c), that the Indemnitee is entitled to indemnification, the Company shall be obligated to pay the amounts constituting such indemnification within five days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless the Company establishes as provided in any judicial proceeding commenced pursuant the final sentence of this paragraph that (A) the Indemnitee misrepresented or failed to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of disclose a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. If (x) advancement of expenses is not timely made pursuant to Section 3(a) or (y) payment of indemnification is not made within five calendar days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 3(b) or (c), the Indemnitee shall be entitled to seek judicial enforcement of the Company’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Company may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in subclause (A) or (B) of this clause (ii) prohibition (a “Disqualifying Event”); provided, however, that in any such action the Company shall have the burden of proving the occurrence of such indemnification under applicable lawDisqualifying Event. 11.4 (iii) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 3(d) that the procedures and presumptions of this Agreement Section 3 are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In (iv) If the event that Indemnitee, pursuant to this SectionSection 3(d), seeks a judicial adjudication of his or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreementAgreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him the Indemnitee if the Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8prorated accordingly.

Remedies of Indemnitee. 11.1 a. In the event that (i) a determination is made pursuant to Section 9 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 8 6 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within the sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant day period referred to in Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor7(b), or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate any federal or state court of in the State of New York, or in any other court Minnesota of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 8(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 b. In the event that a determination shall have been made pursuant to Section 9 7(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 c. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law, as such may be amended from time to time. 11.4 d. In the event that Indemnitee, pursuant to this Section 8, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses of the types described in the definition of Expenses in Section 13 of this Agreement actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. e. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In . The Company shall indemnify Indemnitee against any and all expenses of the event that types described in the definition of Expenses in Section 13 of this Agreement and, if requested by Indemnitee, pursuant shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to this Sectionthe extent not prohibited by law, seeks a judicial adjudication such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee shall ultimately is determined to be entitled to recover from such indemnification, advancement of Expenses or insurance recovery, as the Companycase may be. f. Notwithstanding anything in this Agreement to the contrary, and no determination as to entitlement to indemnification under this Agreement shall be indemnified by required to be made prior to the Company against, any and all expenses (final disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 6 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) 55 days after receipt by the Company of a written request therefor, therefor or (v) payment of indemnification is not made within thirty (30) 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 9 or 10 7 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or and/or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 7(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 7(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 8, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that (a) the Indemnitee commences a proceeding seeking (1) to establish or enforce the Indemnitee’s entitlement to indemnification or advancement pursuant to this Agreement, (2) to otherwise enforce Indemnitee’s rights under or to interpret the terms of this Agreement, (3) to recover damages for breach of this Agreement, (4) to establish or enforce Indemnitee’s entitlement to indemnification or advancement pursuant to the Certificate or the Bylaws, or (5) to enforce or interpret the terms of any liability insurance policy maintained by the Company (each such proceeding an “Indemnitee Enforcement Proceeding”), or (b) the Company commences a proceeding against the Indemnitee seeking (1) to recover, pursuant to an undertaking or otherwise, amounts previously advanced to Indemnitee, (2) to enforce the Company’s rights under or to interpret the terms of this Agreement, or (3) to recover damages for breach of this Agreement (each such proceeding a “Company Enforcement Proceeding” and together with each form of Indemnitee Enforcement Proceeding, an “Enforcement Proceeding”), then the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with such Enforcement Proceeding, provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding on which Indemnitee does not prevail, unless (and only to the extent that) the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication in respect of such claim, issue or matter but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses that the Court of Chancery or such other court shall deem proper. The Company also shall be required to advance all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Enforcement Proceeding in advance of the final disposition of such Enforcement Proceeding within 30 days after the receipt by the Company of a written request for such advance or advances from time to time, which request shall include or be accompanied by a statement or statements reasonably evidencing the Expenses incurred by or on behalf of the Indemnitee and for which advancement is requested; provided, however, that any such advancement shall be made only after the Company receives an undertaking by or on behalf of the Indemnitee to repay any Expenses so advanced if it shall be finally determined that Indemnitee is not entitled to be indemnified against such Expenses. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, (f) Notwithstanding anything in this Agreement or any other agreementto the contrary, including any other indemnification, contribution or advancement agreement, or any provision no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Proceeding.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 6 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 8 of this Agreement, (iii) the payment is not timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, jurisdiction of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementrights. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication. In any such proceeding Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Corporation shall have the burden of proof to overcome that presumption. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 8 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 6 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification under applicable is expressly prohibited by Delaware law. 11.4 The Company (d) In any court proceeding pursuant to this Section 8, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 of this Agreement 7 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 8 of this Letter Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationLetter Agreement, or (iv) payment of indemnification is not made pursuant to Section 7 Indemnitee otherwise seeks enforcement of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 of this Letter Agreement, Indemnitee shall be entitled to seek an adjudication of his rights, at his sole option, either in an appropriate court of the State of New York, or in (i) any other court of competent jurisdiction, jurisdiction or (ii) an arbitration to be conducted by a single arbitrator pursuant to the rules of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementthe American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudicationadjudication or arbitration. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 7 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 10 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of determination that adverse determinationhe is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 7 hereof or 10 otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationLetter Agreement, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee knowing or intentional misrepresentation of or a material fact, knowing or an omission of intentional failure to disclose a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by a court of competent jurisdiction that all or any part of such indemnification under applicable lawis expressly prohibited by the law of the State of Delaware. 11.4 The (d) In any court proceeding pursuant to this Section 10, the Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Letter Agreement are not valid, binding and enforceable and enforceable. The Company shall stipulate in any such court that the Company is bound by all the provisions of this AgreementLetter Agreement and is precluded from making any assertion to the contrary. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyLetter Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him if Indemnitee prevails in such judicial adjudication, but only if he prevails thereinadjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of expenses sought, the all such expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. In addition, paid by the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Company.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify, to the extent not prohibited by law, Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefor) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Indemnitee and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles obligations hereunder through an irrevocable bank line of Association now credit, funded trust or hereafter in effectother collateral. Any such security, once provided to Indemnitee, may not be revoked or for recovery under directors’ and officers’ liability insurance policies maintained by released without the Company, Indemnitee prior written consent of Indemnitee. (g) Interest shall be entitled to recover from the Company, and shall be indemnified paid by the Company against, any to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and all expenses (Judicial Proceedings Article of the kinds described in the definition Annotated Code of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, Maryland for amounts which the Company shall, if so pays or is obligated to pay for the period (i) commencing with either the tenth (10th) day after the date on which the Company was requested by Indemnitee, to advance the foregoing expenses to Indemnitee, subject to and Expenses in accordance with Section 86 of this Agreement or the thirtieth (30th) day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 7(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. 11.1 In (a) Subject to Section 11(e), in the event that (i) a determination is made pursuant to Section 9 of this Agreement 10 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement7 or 10(d), (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 9 within sixty (60) 60 days after the later of the receipt by the Company of the request for indemnificationindemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within 30 days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Section 7 of this Agreement Sections 4, 5 and 10(d), within thirty (30) 30 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (30) days after a determination has been made that the Company or any other person or entity 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 9 or 10 of this AgreementIndemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other by a court of competent jurisdiction, jurisdiction of his or her entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, Expenses absent (i) a knowing misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The 60-day determination period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, such determination period may be extended an additional 15 days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to this Agreement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 12 months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement. 11.4 The (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 9 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 11, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be by clear and convincing evidence. (c) To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In . If a determination shall have been made pursuant to Section 11 that Indemnitee is entitled to indemnification, the event that Indemnitee, Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 11, seeks absent (i) a judicial adjudication misstatement by Indemnitee of his rights undera material fact, or an omission of a material fact necessary to recover damages make Indemnitee’s statements not materially misleading, in connection with the request for breach ofindemnification, or (ii) a prohibition of such indemnification under applicable law. (d) To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or Agreement, any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles certificate of Association now incorporation or hereafter in effect, bylaws or for recovery under any directors’ and officers’ liability insurance policies maintained by the Company, Company to the extent Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him is successful in such judicial adjudicationaction, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shalland, if so requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 30 days, after receipt by the Company of a written request therefor) advance the foregoing expenses such Expenses to Indemnitee, subject to and the provisions of Section 7. Indemnitee hereby undertakes to repay such advances to the extent the Indemnitee is ultimately unsuccessful in accordance with Section 8such action or arbitration. (e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

Remedies of Indemnitee. 11.1 In the event that (a) If (i) a determination is made pursuant to Section 9 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 8 of this Agreement6, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 7(b) within sixty thirty (6030) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement 5 within thirty ten (3010) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty ten (3010) 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 9 or 10 of this Agreementindemnification, Indemnitee shall (A) unless the Company demands arbitration as provided by Section 17, be entitled to an adjudication in a Chosen Court or (B) be entitled to seek an appropriate court award in arbitration as provided by Section 17, in each case of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement advance of Expenses. (b) In any judicial proceeding or arbitration commenced pursuant to this Section 9, the Company shall have the burden of proving, by a preponderance of the evidence, that Indemnitee is not entitled to indemnification or advance of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementas the case may be. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 7(b) that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial on the merits merits, and the Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 7(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 7(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request demand for indemnification. (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration as provided by Section 17 to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement by the Company, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall indemnify Indemnitee against any and all Expenses incurred by Indemnitee in such judicial adjudication or arbitration and, if requested by Indemnitee, the Company shall (iiwithin ten (10) prohibition days after receipt by the Company of a written demand therefore) advance, to the extent not prohibited by law, any and all such indemnification under applicable lawExpenses. 11.4 (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court judicial proceeding or arbitration that the Company is bound by all the provisions of this Agreement. 11.5 In (f) To the event that Indemniteeextent requested by Xxxxxxxxxx and approved by the Board, pursuant the Company may at any time and from time to this Section, seeks a judicial adjudication of his rights under, or time provide security to recover damages Indemnitee for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee. (g) Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Restated Memorandum Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company is obligated to pay from the date when such amount should have been paid to Indemnitee by the Company and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained ending on the date such payment is made to Indemnitee by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) calendar days after receipt by the Company Corporation of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten calendar (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (3010) 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 8 or 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Court of Chancery of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or of advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial action, suit or proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change in Control shall have occurred, in any judicial action, suit or proceeding commenced pursuant to this Section 11 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial action, suit or proceeding commenced pursuant to this SectionSection 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company Corporation shall be precluded from asserting in any judicial action, suit or proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company Corporation is bound by all the provisions of this Agreement. 11.5 (e) In the event that Indemnitee, pursuant to this SectionSection 11, seeks a judicial adjudication of to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the CompanyAgreement, Indemnitee shall be entitled to recover from the CompanyCorporation, and shall be indemnified by the Company Corporation against, any and all expenses (of the kinds described types describe in the definition of ExpensesExpenses in Section 2 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication, but only if he or she prevails therein. If it shall be determined in such said judicial adjudication that Indemnitee is entitled to receive less than part but not all of the indemnification or advancement of or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made the Reviewing Party determines pursuant to Section 9 6 of this Agreement that Indemnitee is not entitled to indemnification indemnification, in whole or in part, under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 3 of this Agreement, (iii) the no determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion by the Reviewing Party within sixty thirty (6030) days after receipt by written demand is presented to the Company of the request for indemnificationCompany, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty ten (30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty (3010) days after a determination has been made that Indemnitee is entitled to indemnification indemnification, or such determination (v) a contribution payment is deemed to have been not made in a timely manner pursuant to Section 9 or 10 of this Agreement, then Indemnitee shall have the right to commence litigation in any court in the States of Idaho or Delaware having subject matter jurisdiction thereof, and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be entitled conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in an appropriate court of arbitration within 180 days following the State of New York, date on which Indemnitee first has the right to commence such proceeding or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementright shall expire. The Company shall not oppose Indemnitee’s right to seek any such adjudicationadjudication or award in arbitration. 11.2 In the event that (b) If a determination shall have been made pursuant to Section 9 of this Agreement by the Reviewing Party that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement by the Reviewing Party that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this SectionSection 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and binding, or enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 7 of this Agreement, (iii) the no determination of entitlement to indemnification is to be shall have been timely made by Independent Counsel pursuant to Section 9.2 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 8 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court the Chancery Court of the State of New YorkDelaware, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementindemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 8(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial trial, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determinationdetermination under Section 8(b). 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 8(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses paid or incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. The Company shall, within thirty (30) days after receipt by the Company of a written request therefor from Indemnitee, advance such Expenses to Indemnitee pursuant to comparable procedures as those set forth in Section 7 with respect to advancement of Expenses therein. (e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement3, (iii) the no determination of entitlement to indemnification is to be shall have been made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion 6(b) or (c) within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement Sections 4 or 5 within thirty fifteen (3015) business days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 2 is not made within thirty fifteen (3015) 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 9 or 10 of this Agreementindemnification, Indemnitee shall be entitled to seek an adjudication in an appropriate court by the Designated Court of the State of New York, or in any other court of competent jurisdiction, of his entitlement Indemnitee’s right to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 6 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7, shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving by a preponderance of the evidence that Indemnitee’ has acted in bad faith and in a manner not in the best interests of or opposed to the best interests of the Company, and, in respect of a criminal Proceeding, by clear and convincing evidence that Indemnitee acted without a reasonable belief that Indemnitee’s conduct was not criminal. The Company may not refer to or introduce into evidence any determination pursuant to Section 6 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 2 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). 11.3 (c) Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct shall be a defense to the action or constitute evidence that Indemnitee has not met the applicable standard of conduct. If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement 5 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company shall will be precluded from asserting in any judicial proceeding commenced pursuant to this Section section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In (e) The Company shall indemnify and hold harmless Indemnitee to the event that fullest extent permitted by law and this Agreement against all Expenses and, if requested by Indemnitee, pursuant shall (within ten (10) days after the Company’s receipt of such written request) advance to Indemnitee, to the fullest extent permitted by applicable law and this SectionAgreement, seeks a such Expenses that are incurred by Indemnitee in connection with any judicial adjudication of his proceeding brought by Indemnitee to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution indemnification agreement or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles articles of Association incorporation or by-laws now or hereafter in effect. (f) Notwithstanding anything in this Agreement to the contrary, or for recovery no determination as to entitlement to indemnification under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee this Agreement shall be entitled required to recover from be made prior to the Company, and shall be indemnified by the Company against, any and all expenses (final disposition of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee Proceeding as to which advancement or indemnity is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In the event that (i) a determination is made pursuant to Section 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 8 of this Agreement, (iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or Section 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his Indemnitee’s entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. 11.3 If a determination shall have been made or deemed to have been made pursuant to Section 9 or Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) prohibition of such indemnification under applicable law. 11.4 The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles Certificate of Association Incorporation or the Bylaws now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee in such judicial adjudication, but only if he Indemnitee prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8.

Remedies of Indemnitee. 11.1 In (a) Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 9 of this Agreement 13 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 8 of this Agreement11, (iii) the determination of indemnification is entitlement to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 13 within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or Section 6 or the second to last sentence of this Agreement Section 13(d) within thirty (30) days after receipt by the Company of a written request therefor, or (v) a contribution payment of indemnification is not made in a timely manner pursuant to Section 9, (vi) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8(a) within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification indemnification, or such (vii) in the event that 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. (b) If a determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 of this Agreement 13 that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall 15 will be conducted in all respects as a de novo trial on the merits and Indemnitee shall may not be prejudiced by reason of that adverse determination. 11.3 If a . In any judicial proceeding commenced pursuant to this Section 15, Indemnitee shall be presumed to be entitled to be indemnified to receive advances of Expenses under this Agreement and the Company will have the burden of proving Indemnitee is not entitled to be indemnified and to receive advances, as the case may be, and will not introduce evidence of the determination shall have been made or deemed to have been made pursuant to Section 9 13. In connection with any claim by Xxxxxxxxxx for advances of Expenses, the Company shall be entitled to raise a defense as to any such action by clear and convincing evidence that Xxxxxxxxxx acted in bad faith or 10 in a manner that Indemnitee did not believe to be in or not opposed to the best interests of this Agreement the Company, or with respect to any criminal action or proceeding, that Indemnitee acted without reasonable cause to believe that his or her conduct was lawful. (c) If a determination is made pursuant to Section 13 that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 15, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law, or (iii) a final decision by a court or arbitral panel having jurisdiction in the matter that such Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. 11.4 (d) The Company shall be is, to the fullest extent permitted by law, precluded from asserting in any judicial proceeding commenced pursuant to this Section 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall will stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In (e) It is the event that intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, pursuant to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this SectionAgreement, seeks a judicial adjudication Indemnitee’s right to indemnification or advancement of his rights underExpenses from the Company, or to recover damages for breach of, this Agreement or concerning any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, against any and all expenses (such Expenses unless the court finally determines that each of the kinds described in the definition of Expenses) actually and reasonably incurred by him Xxxxxxxxxx’s claims in such judicial adjudication, but only if he prevails therein. If it shall be determined action were made in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification bad faith or advancement of expenses sought, the expenses incurred were frivolous or are prohibited by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8law.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement, (iii) the no determination of entitlement to indemnification is (or referral to be stockholders for determination) shall have been made by Independent Counsel pursuant to Section 9.2 10(a) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 5, 6, or the last sentence of Section 10(a) of this Agreement within thirty (30) 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 thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification or indemnification, then in each such determination is deemed to have been made pursuant to Section 9 or 10 of this Agreementcase, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other by a court of competent jurisdiction, including the Delaware Court, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudicationdetermination. 11.2 In (b) Neither (i) the event that failure of the Company (including by its directors or independent legal counsel) to have made a determination shall have been made prior to the commencement of any action pursuant to this Section 9 that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of this Agreement conduct, nor (ii) an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee is has not entitled met such applicable standard of conduct shall be a defense to indemnificationany action under this Section, or create a presumption that Indemnitee has not met the applicable standard of conduct; and any judicial proceeding or arbitration commenced pursuant to this Section shall be conducted in all respects as a de novo trial trial, or arbitration, on the merits and merits, Indemnitee shall not be prejudiced by reason of that any prior adverse determination, and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. 11.3 (c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 11.5 In the event that . The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, pursuant to this Section, seeks shall (within 10 days after receipt by the Company of a judicial adjudication written request therefore) advance such Expenses as are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of his rights under, or to recover damages for breach of, Expenses from the Company under this Agreement or under any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ ' and officers’ ' liability insurance policies maintained by the Company, except to the extent Indemnitee shall ultimately is determined not to be entitled to recover from the Companysuch indemnification, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses soughtExpenses or insurance recovery, as the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8case may be.

Remedies of Indemnitee. 11.1 (a) In the event that (i) a determination is made pursuant to Section 9 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 8 of this Agreement, (iii) the payment has not been timely made following a determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnificationAgreement, or (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, 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 9 or 10 otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to an a final adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, Delaware of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlementher rights. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication. 11.2 (b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 9 hereof, the decision in the judicial proceeding commenced pursuant to provided in paragraph (a) of this Section 12 shall be conducted in all respects as a made de novo trial on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determinationhe or she is not entitled to indemnification. 11.3 (c) If a determination shall have been made or deemed that Indemnitee is entitled to have indemnification has been made pursuant to Section 9 or 10 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) prohibition a specific finding (which has become final) by an appropriate court of the State of Delaware that all or any part of such indemnification under applicable is expressly prohibited by law. 11.4 The Company (d) In any court proceeding pursuant to this Section 12, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. 11.5 In the event that Indemnitee(e) Expenses reasonably incurred by Indemnitee in connection with his or her request for indemnification under this Agreement, pursuant to seeking enforcement of this Section, seeks a judicial adjudication of his rights under, Agreement or to recover damages for breach of, of this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained shall be borne by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8Corporation.

Remedies of Indemnitee. 11.1 In (a) Indemnitee may commence litigation against the Company in the Court of Chancery of the State of Delaware to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 9 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is the Company does not timely made advance Expenses pursuant to Section 8 10 of this Agreement, (iii) the determination of indemnification is entitlement to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 12 of this Agreement within thirty the Determination Period, (30iv) the Company does not hold harmless and indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment the Company does not hold harmless and indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of indemnification is not made this Agreement within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification indemnification, or such (vi) in the event that 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. (b) If a determination is deemed to have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall not oppose Indemnitee’s right to seek any such adjudication. 11.2 In the event that a determination shall have been made pursuant to Section 9 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section shall 14 will be conducted in all respects as a de novo trial trial, or arbitration, on the merits and Indemnitee shall may not be prejudiced by reason of that adverse determination. 11.3 If a . In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination shall have been made or deemed to have been made pursuant to Section 9 or 10 12 of this Agreement. (c) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding commenced pursuant to this SectionSection 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 11.4 (d) The Company shall be is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall will stipulate in any such court that the Company is bound by all the provisions of this Agreement. 11.5 In (e) It is the event that intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, pursuant to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this SectionAgreement, seeks a judicial adjudication Indemnitee’s right to indemnification or advancement of his rights underExpenses from the Company, or to recover damages for breach of, this Agreement or concerning any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Amended and Restated Memorandum and Articles of Association now or hereafter in effect, or for recovery under directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, against any and all expenses (such Expenses unless the court determines that each of the kinds described in the definition of Expenses) actually and reasonably incurred by him Indemnitee’s claims in such judicial adjudication, but only if he prevails therein. If it shall be determined action were made in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification bad faith or advancement of expenses sought, the expenses incurred were frivolous or are prohibited by Indemnitee in connection with such judicial adjudication shall be appropriately prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject to and in accordance with Section 8law.