In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

In making aany determination with respect to entitlement to indemnification hereunder, itthe person or persons or entity making such determination shall be presumedpresume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 910(a) of this Agreement, and the Company shall have the burden of proof to overcomeovercoming that presumption in connection with the making of any determination contrary to that presumption.

In making aany determination with respect to entitlement to indemnification hereunder, itthe person or persons or entity making such determination shall be presumedpresume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 910(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

In making a determination with respect to entitlement to indemnificationDetermination hereunder, itthe person or persons (including any court having jurisdiction over the matter) making such Determination shall be presumedpresume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 910(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary toovercoming that presumption.

In making a determination with respect to entitlement to indemnification hereunder, it shall be presumedthe person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 911(a) of this Agreement, and the Company shallshall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

In making a determination with respect to entitlement to indemnification hereunder, it shall be presumedthe person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9 of this Agreement,11(a), and the Company shallshall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

In making a determination with respect to entitlement to indemnification hereunder, itthe person or persons or entity making such determination shall be presumedpresume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9 ofAgreement. Anyone seeking to overcome this Agreement, and the Companypresumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its Board or Independent Counsel) to overcome that presumption in connection withhave made a determination prior to the makingcommencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination contraryby the Company (including by its Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that presumption.Indemnitee has not met the applicable standard of conduct.

In making a determination with respect to entitlement to indemnification hereunder, it shall be presumedunder this Agreement, the person or persons or entity making such determination will presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9 ofAgreement. Anyone seeking to overcome this Agreement, and the Company shallpresumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the ​ (including by its Board or Independent Counsel) to overcome that presumption in connection withhave made a determination prior to the makingcommencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination contraryby the ​ (including by its Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that presumption.Indemnitee has not met the applicable standard of conduct.

InUpon making a determination with respect to entitlement to indemnification hereunder, itrequest for indemnification, Indemnitee shall be presumed that Indemnitee isto be entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the makingreaching any contrary determination. The termination of any determination contraryProceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendre or its equivalent shall not affect this presumption or, except as provided in Section 2 or 5 hereof, establish a presumption with regard to that presumption.any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder.