Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its Agents and not by way of defense, except # with respect to proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law, or # with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.

Claims Initiated by Indemnitee. Notwithstanding anyAny provision herein to the contrary,contrary notwithstanding, the Company shall not be obligated to indemnify or advance Expensesexpenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its Agentsaffiliates or its directors, officers, employees or other agents and not by way of defense, except # with respect to proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation of the Company, the Parent’s constitution, or applicable law, or # with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expensesexpenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.

Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to indemnify or advance Expensesexpenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee against the Company or its Agents and not by way of defense, except # with respect to proceedingsProceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision in the Bylawsstatute or Certificate of Incorporationlaw or applicable law, or # with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However,otherwise, but such indemnification or advancement of Expensesexpenses may be provided by the CompanyCorporation in specific cases if the Board of Directors determinesfinds it to be appropriate.appropriate;

Claims Initiated by Indemnitee.Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision herein toof this Agreement and except as provided in Section 5(a) of this Agreement or as may otherwise be agreed by the contrary, the CompanyCompany, Indemnitee shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its Agents and not by way of defense, except # with respect to proceedings brought to establish or enforce a rightentitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a Proceeding by Indemnitee # by way of defense or counterclaim or other similar portion of a Proceeding, # to enforce Indemnitee’s rights under this Agreement or # to enforce any other rights of Indemnitee to indemnification, advancement or contribution from the Company under any other agreement, provision incontract, bylaws or charter or under statute or other law, including any rights under Section 145 of the BylawsDelaware General Corporation Law), unless the bringing of such Proceeding or Certificatemaking of Incorporation or applicable law, or # with respect to any other proceeding initiated by Indemnitee that is eithersuch claim shall have been approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.Company.

Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, theIndemnification for Additional Expenses. The Company shall not be obligatedindemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expenses to indemnify or advance Expenses toIndemnitee, that are incurred by Indemnitee with respect toif Indemnitee, whether by formal proceedings or claims initiated or brought by Indemnitee against the Company or its Agentsthrough demand and not by way of defense, exceptnegotiation without formal proceedings: # with respectseeks to proceedings brought to establish or enforce a right to indemnification or advancementIndemnitee's rights under this AgreementAgreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement,agreement or provision inof the Bylaws orCompany's Certificate of Incorporation or applicable law,Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # with respect toseeks recovery under any other proceeding initiated by Indemnitee that is either approveddirectors' and officers' liability insurance policies maintained by the BoardCompany, in each case regardless of Directors or Indemnitee’s participation is requiredwhether Indemnitee ultimately prevails. To the fullest extent permitted by applicable law. However, indemnification or advancement of Expenses may be provided bylaw, the Company in specific cases if the Board of Directors determineswaives any and all rights that it may have to be appropriate.recover its costs and expenses from Indemnitee.

Claims Initiated by Indemnitee. Notwithstandingin connection with any provision herein to the contrary, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claimsProceeding initiated or brought voluntarily by Indemnitee against the Company or its AgentsIndemnitee and not by way of defense, exceptunless # with respectthe Board authorized the Proceeding prior to proceedings broughtits initiation or # the Proceeding is to establish or enforce a right to indemnification or advancementrights under this AgreementAgreement, the Articles, applicable law or under any other agreement, provisionotherwise and either # Indemnitee is successful in the Bylawssuch Proceeding in establishing Indemnitee’s right, in whole or Certificate of Incorporation or applicable law, or # with respectin part, to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses mayhereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or # the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by the Company in specific cases if the Board of Directors determines it to be appropriate.such court);

Claims Initiated by Indemnitee. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its Agents and not by way of defense, except # with respect to proceedings brought to establish or enforce aThe right to indemnification or advancement underadvances as provided by this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law, or # with respect to any other proceeding initiatedshall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that is either approved byindemnification or advances are not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors or Indemnitee’s participation is required by applicable law. However,Independent Counsel) to have made a determination prior to the commencement of such action that indemnification or advancementadvances are proper in the circumstances because Indemnitee has met the applicable standard of Expenses may be providedconduct, nor an actual determination by the Company in specific cases if the(including its Board of Directors determines itor Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create the presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s Expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such Proceeding shall also be appropriate.indemnified by the Company.