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

Right of Claimant to Bring Suit. If a claim under paragraph (a) above is not paid in full by the Corporation within 30 days after eligibility for a claim has been received/determined by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above A of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. 18.2.1. If a claim under paragraph (a) above Section 18.1 is not paid in full by the Corporation within 30 sixty (60) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim andclaim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Statute for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLStatute, nor an actual determination by the Corporation (including its board Board of directorsDirectors, 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 had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 calendar days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards standard of conduct which make makes it permissible under the DGCL for the 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 Corporation (including its board of directorsBoard, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such action circumstances that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (aSection A(1) above of this Article is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense expenses (including attorneys' fees) of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under paragraph (a) above this Article VI is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a claim has been received/determined by the Corporationsuch receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under paragraph (a) above this Article VI is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a claim has been received/determined by the Corporationsuch receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 7.1 is not ------------------------------- paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the 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 be entitled to be paid also the expense of prosecuting such claim. 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 this Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Paragraph A of this Article X is not paid in full by the Corporation corporation within 30 90 days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if claim. If successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such that claim. 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 Corporationthis corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed. However, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board of directors, independent legal counsel, counsel or its stockholders) to have made a determination prior to before the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board of directors, independent legal counsel, counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.claimant

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 of this Article is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the 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. 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 Corporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable 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 not met failed to meet the applicable required 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 paragraph (a) above this Section 8 is not paid in full by the Corporation Company within 30 ninety days after eligibility for a claim has been received/determined by the Corporationsuch receipt, the claimant may at any time thereafter bring suit against the Corporation Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 CorporationCompany) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Corporation Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its board of directorsthe Board, independent legal counsel, or its stockholdersthe Member) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Corporation Company (including its board of directorsthe Board, independent legal counsel, or its stockholdersthe 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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 15.1 is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware law for the 15 101 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation Company within 30 thirty days after eligibility for a written claim has been received/determined received by the CorporationCompany, the claimant may at any time thereafter bring suit against the Corporation Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 CorporationCompany) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Corporation Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its board of directorsManager, independent legal counsel, or its stockholdersMember(s)) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Corporation Company (including its board of directorsManager, independent legal counsel, or its stockholdersMember(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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 7.01 of this Article VII is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL MGCL [Maryland General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholdersStockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLMGCL, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholdersStockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.”

Right of Claimant to Bring Suit. 18.2.1. If a claim under paragraph (a) above Section 18.1 is not paid in full by the Corporation within 30 sixty (60) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim andclaim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Statute for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.in

Right of Claimant to Bring Suit. If a claim under paragraph (a) above is not paid in full by the Corporation within 30 days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph subsection (a) above of this Article IX is not paid in full by the Corporation corporation within 30 sixty (60) days after eligibility for a written claim has been received/determined received by the Corporationcorporation, 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 Corporation corporation to recover the unpaid amount of the claim and, if to the extent successful in whole or in part, the claimant shall be presumed to be entitled to be paid also the expense indemnification under this Article IX upon submission of prosecuting such claim. It shall be a defense to any such action written claim (other than and, 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 Corporation) corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationis so entitled. Neither the failure of the Corporation corporation (including its board of directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation corporation (including its board of directors, independent legal counsel, counsel or its stockholdersshareholders) that the claimant has is not met such applicable 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 is not met the applicable standard of conductso entitled.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 9.1 or 9.2 of this Article is not paid in full by the Corporation corporation within 30 90 days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, 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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 9.1 or Section 9.2 of this Article is not paid in full by the Corporation corporation within 30 60 days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, 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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph Paragraph (a) above of this Article SEVENTH is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of or conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting or defending such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL California 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLCalifornia law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above is not paid in full by the Corporation within 30 days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL BCL for the 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 Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLBCL, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 is not paid in full by the Corporation within 30 twenty (20) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the 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 be entitled to be paid also the expense of prosecuting such claim. 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 this Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph Paragraph (a) above of this Article X is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board of directors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of or conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (aparagraph(a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Business Corporation Law of the State of New York for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLBusiness Corporation Law of the State of New York, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholdersshareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.1 is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of the State of Delaware for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.. ​

Right of Claimant to Bring Suit. If a claim under paragraph (a) above is not paid in full by the Corporation within 30 days after eligibility for a claim has been received/determined by the Corporation, the A claimant may at any time thereafter bring suit ------------------------------- against the Corporation under Section (B)(1) of this Article only if the Corporation fails to recover the unpaid amount pay in full within thirty days of the its receipt of a written claim and, if for payment hereunder. If successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claimclaim (including, but not limited 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 Corporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving providing such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct A-36 41 which make it permissible under the DGCL for the 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 Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.1 of this Article VIII is not paid in full by the Corporation corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL California General Corporation Law for the Corporation 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 Corporation corporation (including its board of directors, independent legal counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLCalifornia General Corporation Law, nor an actual determination by the Corporation corporation (including its board of directors, independent legal counsel, or its stockholdersshareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 6.1 is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.1 is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the 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 be entitled to be paid also the expense of prosecuting such claim. 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 this Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the a claimant has not met the such applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 9.1 or 9.2 of this Article is not paid in full by ------------------ the Corporation corporation within 30 90 days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the . The burden of proving such a defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, 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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 of this Article SEVENTH is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above A of this Section is not paid in full by the Corporation corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation Law for the Corporation corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporationcorporation. Neither the failure of the Corporation corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, stockholders or independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.2.1 is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.1 is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL General Corporation Law of Delaware for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLGeneral Corporation Law of Delaware, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense expenses of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Iowa Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the The failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Iowa Business Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conductAct, shall not be a defense to the action or create a presumption that the claimant has had not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 or 2 of this Article is not paid in full by the Corporation corporation within 30 120 days after eligibility for a written claim has been received/determined received by the Corporationcorporation, the claimant may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. 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 Corporationcorporation) that the claimant has not met the standards of conduct which that make it permissible under the DGCL Delaware General Corporation Law for the Corporation 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 Corporation corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in under the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation corporation (including its board Board of directorsDirectors, 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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 9.1 of this Article is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the 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. 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 Corporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Iowa 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she such person has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholdersshareholders) that the claimant has not met such applicable 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 not met failed to meet the applicable required standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 8.1 is not paid in full by the Corporation within 30 ninety (90) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 this Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL Delaware General Corporation 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLDelaware General Corporation Law, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under paragraph (a) above this Article VI is not paid in full by the Corporation within 30 ninety days after eligibility for a claim has been received/determined by the Corporationsuch receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above of this Section is not paid in full by the Corporation Company within 30 thirty days after eligibility for a written claim has been received/determined received by the CorporationCompany, the claimant may at any time thereafter bring suit against the Corporation Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 CorporationCompany) that the claimant has not met the standards of conduct which make it permissible under the DGCL Act for the Corporation Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the CorporationCompany. Neither the failure of the Corporation Company (including its board Board of directorsDirectors, independent legal counsel, or its stockholdersMember(s)) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCLAct, nor an actual determination by the Corporation Company (including its board Board of directorsDirectors, independent legal counsel, or its stockholdersMember(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 not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 of Article VIII hereof is not paid in full by the Corporation within 30 thirty (30) days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the 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 Corporation (including its board the Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its board the Board of directorsDirectors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Right of Claimant to Bring Suit. If a claim under paragraph (a) above Section 1 of ------------------------------- this Article is not paid in full by the Corporation within 30 thirty days after eligibility for a written claim has been received/determined received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. 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 Corporation) that the claimant has not met the standards failed to meet a standard of conduct which make makes it permissible under the DGCL Delaware 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 the failure of the Corporation (including its board Board of directorsDirectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper permissible in the circumstances because he or she has met the applicable such standard of conduct set forth in the DGCLconduct, nor an actual determination by the Corporation (including its board of directorsBoard, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable failed to meet such standard of conduct.