Opinion 1.23.06

Vice Chancellor Strine

Introduction +

Background I

• Relationships Among the Parties I.A.
• The New York Action I.B.

Procedural Framework II.

Analysis III.

• DeLucca Is An Indemnified Person Under The Operating Agreements III.A.
• Must DeLucca Prove She Suffered Losses Before She Is
  Entitled To Advancement? III.B.

• Are DeLuccas Losses Being Incurred In Connection With Legal Claims For Which Advancement Is Owed Under
  § 4.4? III.C.
• Was DeLucca Required To Seek Advancement From The Katonah Funds Before Seeking Advancement From The KKAT Companies? III.D.
• Is DeLucca Entitled To "Fees On Fees" Incurred In Bringing This Action To Enforce The Advancement Provision? III.E.

Conclusion IV.