CREATE A PRESUMPTION THAT INDEMNITEE HAS NOT MET ANY
PARTICULAR STANDARD OF CONDUCT OR DID NOT HAVE ANY PARTICULAR BELIEF.
IN
ADDITION, THE TERMINATION OF ANY PROCEEDING BY JUDGMENT, ORDER, SETTLEMENT
(WHETHER WITH OR WITHOUT COURT APPROVAL) OR CONVICTION, OR UPON A PLEA OF NOLO
CONTENDERE, OR ITS EQUIVALENT, WILL NOT CREATE A PRESUMPTION THAT INDEMNITEE DID
NOT MEET ANY PARTICULAR STANDARD OF CONDUCT OR HAVE ANY PARTICULAR BELIEF OR
THAT A COURT HAS DETERMINED THAT INDEMNIFICATION IS NOT PERMITTED BY THIS
AGREEMENT OR APPLICABLE LAW.
IN THE EVENT THAT ANY PROCEEDING TO WHICH
INDEMNITEE IS A PARTY IS RESOLVED IN ANY MANNER OTHER THAN BY FINAL ADVERSE
JUDGMENT (AS TO WHICH ALL RIGHTS OF APPEAL THEREFROM HAVE BEEN EXHAUSTED OR
LAPSED) AGAINST INDEMNITEE (INCLUDING, WITHOUT LIMITATION, SETTLEMENT OF SUCH
PROCEEDING WITH OR WITHOUT PAYMENT OF MONEY OR OTHER CONSIDERATION) IT WILL BE
PRESUMED THAT INDEMNITEE HAS BEEN SUCCESSFUL ON THE MERITS OR OTHERWISE IN SUCH
PROCEEDING. ANYONE SEEKING TO OVERCOME THIS PRESUMPTION WILL HAVE THE BURDEN OF
PROOF AND THE BURDEN OF PERSUASION, BY CLEAR AND CONVINCING EVIDENCE.
6.6
TIMING OF DETERMINATION.
THE COMPANY WILL USE ITS REASONABLE BEST
EFFORTS TO CAUSE ANY DETERMINATION REQUIRED TO BE MADE PURSUANT TO SECTION 6.2
TO BE MADE AS PROMPTLY AS PRACTICABLE AFTER INDEMNITEE HAS SUBMITTED A WRITTEN
REQUEST FOR INDEMNIFICATION PURSUANT TO SECTION 6.1.
IF THE PERSON, PERSONS OR
ENTITY CHOSEN TO MAKE A DETERMINATION DOES NOT MAKE SUCH DETERMINATION WITHIN
THIRTY (30) DAYS AFTER THE LATER OF THE DATE (A) THE COMPANY RECEIVES
INDEMNITEE'S REQUEST FOR INDEMNIFICATION PURSUANT TO SECTION 6.1 AND (B) ON
WHICH AN INDEPENDENT COUNSEL IS SELECTED PURSUANT TO SECTION 6.3, IF APPLICABLE
(AND ALL OBJECTIONS TO SUCH PERSON, IF ANY, HAVE BEEN RESOLVED), THE REQUISITE
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION WILL BE DEEMED TO HAVE BEEN MADE
AND INDEMNITEE WILL BE ENTITLED TO SUCH INDEMNIFICATION, SO LONG AS (I)
INDEMNITEE HAS FULFILLED HIS OR HER OBLIGATIONS PURSUANT TO SECTION 6.8 AND (II)
SUCH INDEMNIFICATION IS NOT PROHIBITED UNDER APPLICABLE LAW; PROVIDED, HOWEVER,
THAT SUCH THIRTY (30) DAY PERIOD MAY BE EXTENDED FOR A REASONABLE TIME, NOT TO
EXCEED AN ADDITIONAL FIFTEEN (15) DAYS, IF THE PERSON, PERSONS OR ENTITY MAKING
THE DETERMINATION WITH RESPECT TO ENTITLEMENT TO INDEMNIFICATION IN GOOD FAITH
REQUIRES SUCH ADDITIONAL TIME FOR THE OBTAINING OF OR EVALUATING OF
DOCUMENTATION AND/OR INFORMATION RELATING THERETO.
6.7
TIMING OF PAYMENTS.
ALL PAYMENTS OF EXPENSES, INCLUDING ANY
EXPENSE ADVANCE, AND OTHER AMOUNTS BY THE COMPANY TO THE INDEMNITEE PURSUANT TO
THIS AGREEMENT WILL BE MADE AS SOON AS PRACTICABLE AFTER A WRITTEN REQUEST OR
DEMAND THEREFOR BY INDEMNITEE IS PRESENTED TO THE COMPANY, BUT IN NO EVENT LATER
THAN TEN (10) BUSINESS DAYS AFTER (I) SUCH DEMAND IS PRESENTED OR (II) SUCH
LATER DATE AS A DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION IS MADE IN
ACCORDANCE WITH
SECTION 6.6, IF APPLICABLE; PROVIDED, HOWEVER, THAT AN EXPENSE
ADVANCE WILL BE MADE WITHIN THE TIME PROVIDED IN SECTION 4.3 HEREOF.
6.8
COOPERATION.
INDEMNITEE WILL COOPERATE WITH THE PERSON, PERSONS