Common use of Determination of Right to Indemnification Clause in Contracts

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted by law and in the manner specified by Section 317 of the California Corporation Code. If a claim under Section 3 is not paid in full by the Company within thirty (30) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) ninety days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, counsel or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32, the Company Bank shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 is not paid in full by the Company Bank within thirty ninety (3090) days after such written claim has been received by the CompanyBank, the Indemnitee may at any time thereafter bring suit against the Company Bank to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Bank (including its Board of DirectorsBoard, independent legal counsel, counsel or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Bank (including its Board of DirectorsBoard, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Bank shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) ninety days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall indemnify the Indemnitee with respect to such written claim to the full fullest extent permitted by law and in the manner specified by Section 317 of the California Corporation Codelaw. If a claim under Section 3 is not paid in full by the Company within thirty (30) 30 days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim claim, and, unless such action is dismissed by the court as frivolous if successful in whole or brought in bad faithpart, the Indemnitee shall also be entitled to be paid the expense expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The It shall at all times be presumed that Indemnitee has met the applicable standard of conduct to be entitled to indemnification, and the Company or anyone else seeking to overcome this presumption shall have the burden of proof concerning whether the to establish that Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify determine by any of the Indemnitee with respect to such written claim to the full extent permitted by law and methods set forth in the manner specified by Section 317 of the California Corporation CodeCorporations Code whether Indemnitee has met the applicable standards of conduct which make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claimCorporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 317(e) of the Code whether Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 is not paid in full by the Company within thirty ninety (3090) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company (including its Board of DirectorsBoard, independent legal counsel, counsel or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of DirectorsBoard, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The court in which such action is brought shall determine whether Indemnitee or the Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted by law and in the manner specified by Section 317 of the California Corporation Code. If a claim under Section 3 is not paid in full by the Company within thirty (30) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a ----------------------------------------- written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) 90 days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145 of the DGCL whether each Indemnitee has met the applicable standards of conduct which make it permissible under applicable law to indemnify such Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his, unless her or its right to indemnification or advances, in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claimCorporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the such Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the such Indemnitee has not met the applicable standard of conduct. The Company Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 14A:3-5 of the NJCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. The Corporation's Board will use its best efforts to designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., now of Fulbright & ▇▇▇▇▇▇▇▇, LLP, as independent legal counsel to assist the Board in making this determination. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) ninety days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense also all expenses of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct. With respect to all litigation now pending, the Corporation acknowledges that Indemnitee and his Affiliates have met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt For purposes of making the determination in a written claim addressed specific case under paragraph (c) of Section 2 hereof whether to the Board of Directors for indemnification pursuant to Section 3make indemnification, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted by law and in the manner specified by Section 317 board of the California Corporation Code. If a claim under Section 3 is not paid in full by the Company within thirty (30) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Board of Directorsdirectors, independent legal counsel, or its stockholdersshareholders, as the case may be, shall make such determination in accordance with the following procedure: (a) to make a determination prior Indemnitee may submit to the commencement board of such action that indemnification of the Indemnitee is proper directors a sworn statement substantially in the circumstances because the Indemnitee form of Exhibit 1 attached hereto and made a part hereof (“Indemnification and Undertaking Statement”) averring that he has met the applicable standard of conduct under applicable law, nor an actual determination set forth in paragraphs (a) and (b) of Section 2 hereof and that he undertakes to repay such expenses and costs if it is ultimately determined he is not entitled to be indemnified by the Company under this Agreement or otherwise; (including its Board b) Submission of Directorsthe Indemnification and Undertaking Statement to the board of directors shall create a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement, and the board of directors, independent legal counsel counsel, or its stockholders) that shareholders, as the Indemnitee has not met such applicable standard of conductcase may be, shall create within a presumption reasonable period after submission of the Indemnification and Undertaking Statement specifically determine that Indemnitee is so entitled, unless it or they shall possess sufficient evidence to show that Indemnitee engaged in willful misconduct with respect to the matter for which indemnification is sought, which evidence shall be disclosed to Indemnitee has not met with particularity in a sworn written statement signed by all persons who participated in the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.determination and voted to deny indemnification

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted by law and in the manner specified by Section 317 of the California Corporation Codelaw. If a claim under Section 3 is 3is not paid in full by the Company within thirty (30) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such the applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a ----------------------------------------- written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California methods set forth in Section 145(d) of the General Corporation CodeLaw of the State of Delaware and the Regulations whether Indemnitee has met the applicable standards of conduct which make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claimCorporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify determine by any of the Indemnitee with respect to such written claim to the full extent permitted by law and methods set forth in the manner specified by Section 317 of the California Corporation CodeCorporations Code whether Indemnitee has met the applicable standards of conduct which make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee's Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claimCorporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. ​ ​ Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify determine by any of the Indemnitee with respect to such written claim to the full extent permitted by law and methods set forth in the manner specified by Section 317 317(e) of the California Corporation CodeCorporations Code whether Indemnitee has met the applicable standard of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty ninety (3090) days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee 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 (other than a Proceeding brought by the Corporation directly in its own right as distinguished from an action brought derivatively or by any receiver or trustee) in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation that the Indemnitee has not met the standards of conduct which make it permissible under applicable law to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense, by clear and convincing evidence, shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the ​ Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.​

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify determine by any of the Indemnitee with respect to such written claim to the full extent permitted by law and methods set forth in the manner specified by Section 317 317(e) of the California Corporation CodeCorporations Code whether Indemnitee has met the applicable standard of conduct which makes it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty ninety (3090) days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee 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 (other than a Proceeding brought by the Corporation directly in its own right as distinguished from an action brought derivatively or by any receiver or trustee) in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation that the Indemnitee has not met the standards of conduct which make it permissible under applicable law to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense, by clear and convincing evidence, shall be on the Corporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written ----------------------------------------- claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the DGCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) ninety days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 723 of the BCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company Corporation within thirty (30) ninety days after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written ----------------------------------------- claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall indemnify the Indemnitee with respect to such written claim to the full extent permitted by law and in the manner specified by Section 317 of the California Corporation Codelaw. If a claim under Section 3 is not paid in full by the Company within thirty (30) days after such written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholdersshareholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145 of the DGCL whether Indemnitee has met the applicable standards of conduct which make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company Corporation within thirty (30) days after such written claim has been received by the CompanyCorporation or if applicable, whatever time is reasonably necessary for the Corporation to complete the investigation contemplated in Section 3 of this Agreement, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim andclaim. The Indemnitee’s Expenses incurred in connection with successfully establishing his or her right to indemnification or advances, unless in whole or in part, in any such action is dismissed Proceeding shall also be indemnified by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid the expense of prosecuting such claimCorporation. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim ----------------------------------------- addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California Corporation Codemethods set forth in Section 145(d) of the Delaware GCL whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company within thirty (30) days Corporation after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid any expenses associated with the expense prosecution of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.

Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 32 of this Agreement, the Company Corporation shall indemnify the Indemnitee with respect to such written claim to the full extent permitted determine by law and in the manner specified by Section 317 any of the California methods set forth in Section 145(d) of the Delaware General Corporation CodeLaw whether Indemnitee has met the applicable standards of conduct that make it permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 2 of this Agreement is not paid in full by the Company within thirty (30) days Corporation after such written claim has been received by the CompanyCorporation, the Indemnitee may at any time thereafter bring suit against the Company Corporation to recover the unpaid amount of the claim and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the Company Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to make a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct under applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct. The Company court in which such action is brought shall determine whether Indemnitee or the Corporation shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.