If a determination shall have been made pursuant to [Section 10(b)] of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this [Section 12], absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.

If a determination shall have been made pursuant to [SectionSection 10(b)] of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this [Section 12],Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.indemnification.

If a determination shall have been made pursuant to Section 10(b)[Section 9(a)] of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,[Section 11], absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.indemnification.

If a determination shall have been made pursuant to Section 10(b)[Section 12(a)] of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,[Section 14], absent # a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or # a prohibition of such indemnification that was not disclosed in connection with the determination.under applicable law.

If a determinationFavorable Determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,Agreement, the Company shall be bound by such determinationFavorable Determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.

If a determination shall have been made pursuant to [Section 10(b)] of this Agreement12(a) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this [Section 12],14, absent # a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or # a prohibition of such indemnification that was not disclosed in connection with the determination.under applicable law.

If a determination shall have been made pursuant to [Section 10(b)7(d)] of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determinationDetermination in any judicial proceeding or arbitration commenced pursuant to this [Section 12]8], absent # a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or # a prohibition of such indemnification that was not disclosed in connection with the determination.under applicable law.

If a determination shall have been made pursuant to Section 10(6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,7, absent # a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’Indemnitee’s statementmisstatement not materially misleading,misleading in connection with the requestapplication for indemnification, or # a prohibition of such indemnification that was not disclosed in connection with the determination.under applicable law.

If a determination shall havehas been made pursuant to Section 10(6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall​ will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,7, absent # a misstatement by Indemnitee of a material fact,fact or an omission of a material fact necessary to make Indemnitee’Indemnitee’s statementmisstatement not materially misleading,misleading in connection with the requestapplication for indemnification, or # a prohibition of such indemnification that was not disclosed in connection with the determination.under applicable law.

IfIn making a determinationDetermination hereunder, the person or persons (including any court having jurisdiction over the matter) making such Determination shall have been made pursuant to Section 10(b) of this Agreementpresume that Indemnitee is entitled to indemnification,indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with [Section 10(a)] of this Agreement, and the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemniteehave the burden of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnificationovercoming that was not disclosed in connection with the determination.presumption.