Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement orThe termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceedingclaim, issue or matter therein, by judgment, order, settlement,settlement or conviction, or upon a plea of nolo contendere or its equivalentequivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemniteehe reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s actionhis conduct was unlawful.

Effect of Certain Resolutions. Neither the settlement orThe termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceedingclaim, issue or matter therein, by judgment, order, settlement,settlement or conviction, or upon a plea of nolo contendere or its equivalentequivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’Indemnitee’s actionconduct was unlawful.

Effect of Certain Resolutions. Neither the settlement orThe termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceedingclaim, issue, or matter in any Proceeding, by judgment, order, settlement,settlement or conviction, or uponon a plea of nolo contendere or its equivalent shallequivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemniteehe or she reasonably believed to be in or not opposed to the best interests of the Company​ or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s actionhis or her conduct was unlawful.

Effect of Certain Resolutions. Neither the settlement orThe termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceedingclaim, issue or matter therein, by judgment, order, settlement,settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalentequivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed tomeet the best interestsrequisite standard of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.conduct described herein for indemnification.