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Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, the Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.

Procedure upon Application for Indemnification. In order to

To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent the Indemnitee is entitled to indemnification following the final dispositionindemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Claim, providedCompany receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.has requested indemnification.

Procedure upon Application for Indemnification. In order to

To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final dispositionindemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Claim, providedCompany receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.has requested indemnification.

Section # Procedure upon Application for Indemnification. In order toNotification and Defense of Claim. To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final dispositionindemnification. The officer of the Claim, providedCompany receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.has requested indemnification.

Procedure upon Application

Request for Indemnification. In order toIndemnification Payments. To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification followingunder the final dispositionterms of this Agreement, and shall request payment thereof by the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.Company.

Procedure upon Application for Indemnification. In order to

To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final dispositionindemnification. The Secretary of the Claim, providedCompany shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that documentationIndemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and information need not be so provided to the extent thatthat, such failure actually and materially prejudices the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar asinterests of the Company determines the Indemnitee is entitled to indemnification in accordance with [Section 9] below.Company.

Procedure upon Application for Indemnification. In order to

To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,as soon as practicable, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the Claim,indemnification; provided that documentationany failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as# none of the Company determinesor its subsidiaries are party to or aware of such Proceeding and # the Company is materially prejudiced by such failure or delay. Subject to the foregoing, Indemnitee is entitledmay submit one or more such requests from time to indemnificationtime and at such time(s) as Indemnitee deems appropriate in accordance with [Section 9] below.Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

Procedure upon Application for Indemnification. In order

Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such requesttherein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Claim, provided that documentation and information needCompany hereunder of a matter with respect to which Indemnitee intends to seek indemnification will not be so providedrelieve the Company from any liability which it may have to the extent that the provision thereof would undermineIndemnitee hereunder or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar asthan under this Agreement, and any delay in so notifying the Company determines theshall not constitute a waiver by Indemnitee is entitled to indemnification in accordance with [Section 9] below.of any rights under this Agreement.

Procedure upon Application for Indemnification. In order to

To obtain indemnification pursuant tounder this Agreement, the Indemnitee shall submit to the Company a written request therefor,request, including in such request such documentation and information aswhich is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final dispositionindemnification. The Secretary of the Claim, provided that documentation and information need not be so provided toCompany shall, promptly upon receipt of a request for indemnification, advise the extentBoard of Directors in writing that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. IndemnificationIndemnitee has requested indemnification. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be made insofar asborne by the Company. The Company determineshereby indemnifies and agrees to hold the Indemnitee is entitledharmless for any Expenses incurred by the Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification in accordance with [Section 9] below.indemnification.

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