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 [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.indemnification.

If a determination shall have been made pursuant to [Section 10(b)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]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)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]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.

In 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.