Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder, whether conducted by any person or a court: # whether in the context of an initial Determination or a challenge by Indemnitee to an Adverse Determination, it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and the Company or any other person or entity challenging such right will 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;

Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any DeterminationIn making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, whether conducted by anythe person or a court: # whether in the context of an initial Determinationpersons or a challenge by Indemnitee to an Adverse Determination, it will be presumedentity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement, and the Company or any other person or entity challenging such right willAgreement. Anyone seeking to overcome this presumption 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 making by any person, persons or entitycommencement 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.

Presumptions;Section # Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any DeterminationIn making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, whether conducted by any person or a court: # whether in the context of an initial Determination or a challenge by Indemnitee to an Adverse Determination, it will be presumed that Indemnitee is entitled to indemnification under this Agreement,a presumption that he or she has met the Standard of Conduct. This presumption will only be overcome if the Determining Body is presented with, and accepts, clear and convincing evidence (whether actual or circumstantial) that the Company or any other person or entity challenging such right will haveconduct of the burdenIndemnitee with respect to the subject matter of proof to overcome that presumption in connection with the making by any person, persons or entityProceeding did not satisfy the Standard of any determination contrary to that presumption;Conduct.

Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any DeterminationIn making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, whether conducted by anyunder this Agreement, the person or a court: # whether in the context of an initial Determinationpersons or a challenge by Indemnitee to an Adverse Determination, itentity making such determination will be presumedpresume that Indemnitee is entitled to indemnification under this Agreement, and the Company or any other person or entity challenging such rightAgreement. Anyone seeking to overcome this presumption 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 making by any person, persons or entitycommencement 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.