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Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a .party, potential party, non-party witness, or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company; # the fact of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting as an Agent; or # the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses may be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, tribunal, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a .party, potential party, non-party witness, or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company;Company, the Parent or another affiliate; # the fact ofthat any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting as an Agent;director, officer, employee or agent of the Company, the Parent or another affiliate; or # the fact that Indemnitee is or was serving at the request of the CompanyCompany, the Parent, or another affiliate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan,plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement, or advancement of Expensesexpenses may be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.

Proceedings. For purposes of this Agreement, theThe term “proceeding”“Proceeding” shall be broadly construed and shall include, without limitation,include any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrativeadministrative, legislative, or investigative (formal or informal) nature, and whether formal or informal inincluding any case,appeal therefrom, in which Indemnitee was, is or will be involved as a .party,party, potential party, non-party witness,witness or otherwise by reason of: #of the fact that Indemnitee is or was a director or officer of the Company; # the factCompany, by reason of any action taken by Indemniteehim (or a failure to take action by Indemnitee)him) or of any action (or failure to act) on Indemnitee’shis part while acting as an Agent; or # the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, andpursuant to his Corporate Status, in any sucheach case described above, whether or not serving in any such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses maycan be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding,Proceeding, this shall be considered a proceedingProceeding under this paragraph.

Proceedings. For purposes of this Agreement, theThe term “proceeding”“Proceeding” shall be broadly construed and shall include, without limitation,mean any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatenedproceeding (including, without limitation, an appeal therefrom), formal or completed proceeding,informal, whether brought in the rightname of the Company or otherwise andotherwise, whether of a civil, criminal, administrative or investigative nature, and whether formalby, in or informalinvolving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board), in any case, in which the Indemnitee was, is or will be involved as a .party, potential party, non-party witness, or otherwiseotherwise, by reason of:of # the fact that the Indemnitee is or was a director (or a director appointee) or an executive officer of the Company; # the fact of any action taken by Indemnitee (or a failure to take action by Indemnitee)Company, or of any action (or failure to act) on Indemnitee’s part while acting as an Agent; or # the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee oran agent of another corporation, partnership, joint venture, trust, employee benefit plan,enterprise, # any actual or other enterprise, andalleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or # the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Articles, applicable law or otherwise, in each case described above, whether or not the Indemnitee is acting or serving in any such capacity at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement, or advancement of Expenses mayindemnification can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,Proceeding” includes any actual, threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation,investigation (formal or informal), inquiry, administrative hearing,hearing or any other actual, threatenedthreatened, pending or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case,nature, in which Indemnitee was, isis, may be or will be involved as a .party, potential party, non-party witness,witness or otherwiseotherwise, by reason of: # the fact that Indemnitee isof Indemnitee’s Corporate Status or was a director or officer of the Company; # the factby reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act)inaction on Indemnitee’Indemnitee’s part while acting as an Agent;director, officer, employees, fiduciary, trustee or # the fact that Indemnitee is or was serving at the requestagent of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and in any such(in each case described above, whether or not he is acting or serving in any such capacity or has such status at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement,indemnification or advancement of Expenses maycan be provided under this Agreement.Agreement). If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding,Proceeding, this shall be considered a proceedingProceeding under this paragraph.

Proceedings. For purposes of this Agreement, the term “proceeding”Proceeding shall be broadly construed and shall include, without limitation,include any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrativeadministrative, or investigative nature, and whether formal or informal in any case, in which Indemnitee was, isis, or will be involved as a .party, potential party, non-partyas a witness, or otherwiseotherwise, by reason of: #of the fact that Indemnitee is or was a directordirector, officer, agent, or officeradvisor of the Company; # the factCompany, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee)him or of any action (or failure to act)inaction on Indemnitee’shis part while acting as an Agent;a director, officer, agent, or #advisor of the Company, or by reason of the fact that Indemniteehe is or was serving at the request of the Company as a director, officer, employeeemployee, agent, or agentadvisor of another corporation, partnership, joint venture, trust, employee benefit plan,limited liability company, or other entity or enterprise, and in any sucheach case described above, whether or not he is acting or serving in any such capacity at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement,indemnification or advancement of Expenses mayreimbursement can be provided under this Agreement. If theAgreement; provided, that any such action which is brought by Indemnitee believes in good faith thatto enforce his rights under this Agreement shall not be a given situation may lead to or culminate in the institutionProceeding without prior approval of a proceeding, this shall be considered a proceeding under this paragraph.majority of the board of directors of the Company.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,Proceeding” means any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrativeadministrative, legislative, or investigative (formal or informal) nature, and whether formal or informal inincluding any case,appeal therefrom, in which Indemnitee was, is or will be involved as a .party,party, potential party, non-party witness,witness or otherwise by reason of: #of the fact that Indemnitee is or was a directordirector, officer, employee or officeragent of the Company; # the factCompany, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’Indemnitee’s part while acting as an Agent; or # the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, andpursuant to Indemnitee’s Corporate Status, in any sucheach case described above, whether or not serving in any such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses maycan be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,Proceeding” means any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a .party, potential party, non-party witness, or otherwise by reason of: # the fact that Indemnitee is or was a director or officer of the Company; # the fact of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting as an Agent; or # the fact that Indemnitee is or was serving as a Manager, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, andCompany, in any sucheach case described above, whether or not serving in any such capacity at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement,reimbursement or advancement of Expenses mayexpenses can be provided under this Agreement. IfAgreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceedingenforce Indemnitee’s rights under this paragraph.Agreement as provided for in Section 11 of this Agreement.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,(j) “Proceeding” includes any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case,investigative, in which Indemnitee was, is or will be involved as a .party, potential party, non-party witness, or otherwiseotherwise, by reason of: #of the fact that Indemnitee is or was aan officer or director or officer of the Company; # the fact, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee)him or her or of any action (or failure to act)inaction on Indemnitee’shis or her part while acting as an Agent;officer or #director of the , or by reason of the fact that Indemniteehe or she is or was serving at the request of the Company as a director, officer, employeeemployee, agent or agentfiduciary of another corporation, partnership, joint venture, trust, employee benefit plan,trust or other enterprise, andEnterprise; in any sucheach case described above, whether or not he or she is acting or serving in any such capacity at the time any liability or Expenseexpense is incurred for which indemnification, reimbursement, or advancement of Expenses mayindemnification can be provided under this Agreement. IfAgreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee believes in good faith that a given situation may leadpursuant to Section 7 of this Agreement to enforce his or culminate in the institution of a proceeding, this shall be considered a proceedingher rights under this paragraph.Agreement.

Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,(xiii) “Proceeding” means any threatened, pending,pending or completed action, suit, claim, counterclaim, cross claim,demand, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing,hearing or any other actual, threatened or completed proceeding, whether formal or informal, whether instituted by or on behalf of the Company or its Board of Directors or a governmental authority, self-regulatory organization or other party, including any and all appeals, whether brought by or in the right of the Company or otherwise andotherwise, whether of a civil, criminal, administrative or investigative nature, andinvestigative, whether formal or informalinformal, and in any case,each case whether or not commenced prior to the date of this Agreement, in which Indemnitee was, is or willcan reasonably be expected to be involved as a .party, potential party, non-party witness, or otherwiseotherwise, by reason of:of or relating to Indemnitee’s Corporate Status and by reason of or relating to either # the fact that Indemnitee isany action or was a director or officer of the Company; # the fact of anyalleged action taken by Indemnitee (or afailure or alleged failure to take action by Indemnitee)act) or of any action or alleged action (or failure or alleged failure to act) on Indemnitee’s partpart, while acting as an Agent;in his or her Corporate Status or # the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employeeemployee, partner, member, manager, trustee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, andEnterprise, in any sucheach case described above, whether or not serving in any such capacity at the time any liabilityLosses or Expense is paid or incurred for which indemnification, reimbursement,indemnification or advancement of Expenses maycan be provided under this Agreement. IfAgreement, but shall not include any action, suit or proceeding initiated by Indemnitee against the Company (other than to enforce the terms of this Agreement), or initiated by Indemnitee believesagainst any director or officer of the Company unless the Company has joined in good faith that a given situation may leador consented in writing to the initiation of such action, suit or culminate in the institution of a proceeding, this shall be considered a proceeding under this paragraph.proceeding.

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