Common use of Right of Claimant to Bring Suit Clause in Contracts

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under Section 3.1 of this Article VIII is not paid in full by the Company within thirty 90 days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a claim for indemnification under Section 3.1 Sections 7.1 or 7.2 of this Article VII is not paid in full by the Company Corporation within thirty ninety (90) days after the later of a written claim for indemnification has been received by the CompanyCorporation, or (ii) a claim for advancement of expenses under Section 7.6 of this Article VII is not paid in full by the Corporation within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the claimant may at any time thereafter (but not before) bring suit against the Company Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim andclaim, if successful together with interest thereon, or to obtain advancement of expenses, as applicable. It shall be a defense to any such action brought to enforce a right to indemnification (but not in an action brought to enforce a right to an advancement of expenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither a contrary determination in the specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the claimant has not met any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled including reasonable attorneys’ fees incurred in connection therewith, to the requested indemnification or payment of expenses under fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a claim A claimant may bring suit ------------------------------- against the Corporation under Section 3.1 (B)(1) of this Article is not paid only if the Corporation fails to pay in full by the Company within thirty days after of its receipt of a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if for payment hereunder. If successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such actionclaim (including, the Company shall have the burden of proving that the Indemnitee was but not entitled to the requested indemnification or payment of expenses under applicable lawlimited to, attorneys' fees). It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article section 6.1 is not paid in full by the Company corporation within thirty 30 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall also be entitled to be paid also the expense of prosecuting such that claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition disposition, where the required undertaking, if any any, is required, required and has been tendered to the Companycorporation) that the claimant has failed to meet a standard of conduct which that makes it permissible under Delaware law for the Company corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company corporation (including its Board, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such that standard of conduct, nor an actual determination by the Company corporation (including its Board, its independent counsel or its stockholders) that the claimant has not met such that standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such that standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 (b)(i) of this Article NINTH is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled claim to the requested indemnification or payment of expenses under applicable fullest extent permitted by law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section 7.02 is not paid in full by the Company Corporation within thirty 30 calendar days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a not met the standard of conduct which makes it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she the claimant has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if a claim under Section 3.1 Sections 7.1 or 7.2 of this the Article VII is not paid in full by the Company Corporation within thirty (i) ninety (90) days after a written claim for indemnification has been received by the CompanyCorporation, or (ii) thirty (30) days after a written claim for an advancement of expenses has been received by the Corporation, the claimant may at any time thereafter (but not before) bring suit against the Company Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim andclaim, if successful together with interest thereon, or to obtain advancement of expenses, as applicable. It shall be a defense to any such action brought to enforce a right to indemnification (but not in an action brought to enforce a right to an advancement of expenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither a contrary determination in the specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the claimant has not met any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled including reasonable attorneys’ fees incurred in connection therewith, to the requested indemnification or payment of expenses under fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 10.1 of this Article X is not paid in full by the Company Corporation within thirty (30) days after a written claim pursuant to Section 10.3 of this Article X has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a not met the standard of conduct which makes it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under Section 3.1 of this Article VI is not paid in full by the Company Corporation within thirty ninety days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph A of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under this Section 3.1 of this Article 12.1 is not paid in full by the Company within thirty 60 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the DGCL (as if the Company were a Delaware law corporation and such claimant were a director or officer of a Delaware corporation) for the Company to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its Shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in proper under the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL (as if the Company were a Delaware corporation and such claimant were a director or officer of a Delaware corporation), nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its Shareholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under Section 3.1 of this Article VI is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (1) of this Article Section B is not paid in full by the Company Corporation within the thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty 30 calendar days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a not met the standard of conduct which makes it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action circumstances that indemnification of the claimant is permissible has met the applicable standard of conduct set forth in the circumstances because he or she has met such standard of conductDGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 (b)(i) of this Article is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including the Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 1 (above) is not paid in full by the Company this Corporation within thirty ninety (90) days after a written claim has been received by the Companythis Corporation, the claimant may at any time thereafter bring suit against the Company this Corporation to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) this Corporation), that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporation. Neither the failure of the Company this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the claimant has failed to meet such applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article paragraph (a) above is not paid in full by the Company Corporation within thirty 30 days after eligibility for a written claim has been received received/determined by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 7.1 is not ------------------------------- paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful such suit is not frivolous or brought in whole or in partbad faith, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than then an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis Corporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 A(1) of this Article is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense expenses (including attorneys' fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered rendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. 18.2.1. If a claim under Section 3.1 of this Article 18.1 is not paid in full by the Company Corporation within thirty sixty (60) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim, and if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Statute for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Statute, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the claimant has failed to meet such applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under Section 3.1 of this Article 8 is not paid in full by the Company within thirty ninety days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Sole Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Act, nor an actual determination by the Company (including the Board, independent legal counsel, or the Sole Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under Section 3.1 of this Article VI is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she such person has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under Section 3.1 of this Article VI is not paid in full by the Company Corporation within thirty 90 days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If Subject to Article 7, Paragraph 1K., if a claim under Section 3.1 of this Article is not promptly paid in full by the Company within thirty days corporation after a written claim has been received by the Companycorporation or if expenses pursuant to Section 4 of this Article have not been promptly advanced after a written request for such advancement accompanied by the statement and undertaking required by Article 7, Paragraph 1D. of this Article has been received by the corporation, the claimant director or officer may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim andor the advancement of expenses. If successful, if successful in whole or in part, the claimant in such suit, such director or officer shall also be entitled to be paid also the reasonable expense of prosecuting such claim. In any such actionthereof, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable lawincluding attorneys' fees. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant director or officer has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Illinois Business Corporation Act for the Company corporation to indemnify the claimant director or officer for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the Company corporation (including its board of directors, independent legal counsel, or its shareholders) to have made a determination determination, if required, prior to the commencement of such action that indemnification of the claimant director or officer is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct required under the Illinois Business Corporation Act, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.actual

Right of Claimant to Bring Suit. If a claim under Section 3.1 Paragraph (a) of this Article X is not paid in full by the Company Corporation within thirty (30) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where whether the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of or conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 9.1 or Section 9.2 of this Article is not paid in full by the Company corporation within thirty 60 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in proper under the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 9.1 or 9.2 of this Article is not paid in full by ------------------ the Company corporation within thirty 90 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in proper under the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 9.1 or 9.2 of this Article is not paid in full by the Company corporation within thirty 90 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in proper under the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim A claimant may bring suit ------------------------------- against the Corporation under Section 3.1 (B)(1) of this Article is not paid only if the Corporation fails to pay in full by the Company within thirty days after of its receipt of a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if for payment hereunder. If successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such actionclaim (including, the Company shall have the burden of proving that the Indemnitee was but not entitled to the requested indemnification or payment of expenses under applicable lawlimited to, attorneys' fees. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending an any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company corporation within thirty days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the Company corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 8.1 of this Article VIII is not paid in full by the Company corporation within thirty ninety (90) days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the California General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company corporation (including its board of directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the California General Corporation Law, nor an actual determination by the Company corporation (including its board of directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.claimant

Right of Claimant to Bring Suit. If a claim under Section 3.1 1 of this Article SEVENTH is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 8.1 is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful such suit is not frivolous or brought in whole or in partbad faith, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis Corporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the a claimant has failed to meet not met such applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 1 or 2 of this Article is not paid in full by the Company corporation within thirty 120 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding a Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes that make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in proper under the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Manager, independent legal counsel, or its Member(s)) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Act, nor an actual determination by the Company (including its Manager, independent legal counsel, or its Member(s)) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 8.1 is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis Corporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware General Corporation law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, part the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under Section 3.1 of this Article VI is not paid in full by the Company Corporation within thirty ninety days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 subsection (b)(i) of this Article Section is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 14.3(b) is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Law for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Law, nor an actual determination by the Company (including the Board, independent legal counsel, shall be a members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 1 is not paid in full by the Company Corporation within thirty twenty (20) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful such suit is not frivolous or brought in whole or in partbad faith, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis Corporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 8.1 is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of Delaware law for the Company Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of Delaware, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 9.1 of this Article is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware Iowa law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she such person has met such standard of conduct, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has failed to meet such the required standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 5.1 of this Article is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimed. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Section 3.1 of this Article 8 is not paid in full by the Company within thirty ninety days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including independent legal counsel or the Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Act, nor an actual determination by the Company (including independent legal counsel or the Members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 1 of this Article is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has failed to meet such the required standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 Paragraph A of this Article X is not paid in full by the Company corporation within thirty 90 days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if claim. If successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such that claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the Companythis corporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed. However, the burden of proving such defense shall be on the corporation. Neither the failure of the Company corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to before the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Company from or on behalf of an indemnified party under this Section 3.1 of this Article 8 is not paid in full by the Company within thirty ninety days after a written claim has been received by the Companysuch receipt, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or the Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Act, nor an actual determination by the Company (including the Board, independent legal counsel, or the Member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article paragraph (a) above is not paid in full by the Company Corporation within thirty 30 days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the BCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the BCL, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.. ​

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph A of this Article Section is not paid in full by the Company corporation within thirty days after a written claim has been received by the Companycorporation, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Companycorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the Company corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company corporation (including its Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 8.2.1 is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the Delaware law General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Delaware General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Business Corporation Law of the State of New York for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Business Corporation Law of the State of New York, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 1 of this Article VIII hereof is not paid in full by the Company Corporation within thirty (30) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including the Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 15.1 is not paid in full by the Company Corporation within thirty (30) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company 15 101 Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 6.1 is not paid in full by the Company Corporation within thirty (30) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article paragraph (a) above is not paid in full by the Company Corporation within thirty 30 days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 subsection (a) of this Article IX is not paid in full by the Company corporation within thirty sixty (60) days after a written claim has been received by the Companycorporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Company corporation to recover the unpaid amount of the claim and, if to the extent successful in whole or in part, the claimant shall also be presumed to be entitled to be paid also the expense indemnification under this Article IX upon submission of prosecuting such claim. In any such actiona written claim (and, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition disposition, where the required undertaking, if any is required, undertaking has been tendered to the Company) corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company to indemnify the claimant for the amount claimedis so entitled. Neither the failure of the Company corporation (including its board of directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is permissible proper in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company corporation (including its board of directors, independent legal counsel or its shareholders) that the claimant has is not met such standard entitled to indemnification or to the reimbursement or advancement of conduct, expenses shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conductis not so entitled.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph(a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 1 of ------------------------------- this Article is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Company Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its Member(s)) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the Act, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its Member(s)) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 paragraph (a) of this Article Section is not paid in full by the Company Corporation within thirty days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct A-36 41 which makes make it permissible under Delaware law the DGCL for the Company Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Company Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the DGCL, nor an actual determination by the Company Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.. (c)

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 1 (above) is not paid in full by the Company this Corporation within thirty ninety (90) days after a written claim has been received by the Companythis Corporation, the claimant may at any time thereafter bring suit against the Company this Corporation to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is required, undertaking has been tendered to the Company) this Corporation), that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under the General Corporation Law of the State of Delaware law for the Company this Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on this Corporation. Neither the failure of the Company this Corporation (includ ing its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company this Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the claimant has failed to meet such applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under Section 3.1 of this Article 8.1 is not paid in full by the Company Corporation within thirty ninety (90) days after a written claim has been received by the CompanyCorporation, the claimant may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid also the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding Proceeding in advance of its final disposition where the required undertaking, if any is requiredany, has been tendered to the CompanyCorporation) that the claimant has failed to meet a standard not met the standards of conduct which makes make it permissible under Delaware law the General Corporation Law for the Company Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible proper in the circumstances because he or she has met such the applicable standard of conductconduct set forth in the General Corporation Law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such not met the applicable standard of conduct.