Common use of Assumption of Defense and Selection of Counsel Clause in Contracts

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s 's written consent, which consent shall not be unreasonably withheld or delayedwithheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding; provided, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; , (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; , or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s 's written consent, which consent shall not be unreasonably withheld or delayedwithheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, and notwithstanding anything to the contrary contained herein, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; , (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; , or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, and notwithstanding anything to the contrary contained herein, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; , (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; , or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; , (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; , or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In With respect to any Proceeding of which the event Company is notified under the preceding Section 2(a), the Company shall be obligated under Section 2(a) hereof entitled to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled participate therein at its own expense and/or to assume the defense of such proceedingthereof at its own expense, with legal counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoingdo so, in which case Indemnitee shall provide the Company such information and cooperation as the Company may reasonably require in connection with such defense and as shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without within Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedpower to so provide. After delivery of such noticenotice from the Company to the Indemnitee of its intention to assume the defense of the Proceeding, Indemnitee’s approval of such counsel by Indemnitee Company counsel, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same proceedingsuch Proceeding, other than as provided that (i) below. The Indemnitee shall have the right to employ his or her own counsel in any connection with such proceeding Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (Ai) the employment of separate counsel by the Indemnitee has been previously authorized by the Company; , (Bii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of any the defense of such defense; action or (Ciii) the Company shall not, not in fact, fact have employed counsel to assume the defense of such proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(Bii) above. Notwithstanding any of the foregoing, (i) the Company shall not be permitted to settle any Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of Indemnitee, unless the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability.

Assumption of Defense and Selection of Counsel. In With respect to any Proceeding of which the event Company is notified under the preceding Section 2(a), the Company shall be obligated under Section 2(a) hereof entitled to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled participate therein at its own expense and/or to assume the defense of such proceedingthereof at its own expense, with legal counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoingdo so, in which case Indemnitee shall provide the Company such information and cooperation as the Company may reasonably require in connection with such defense and as shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without within Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedpower to so provide. After delivery of such noticenotice from the Company to the Indemnitee of its intention to assume the defense of the Proceeding, Indemnitee’s approval of such counsel by Indemnitee Company counsel, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same proceedingsuch Proceeding, other than as provided that (i) below. The Indemnitee shall have the right to employ his or her own counsel in any connection with such proceeding Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (Ai) the employment of separate counsel by the Indemnitee has been previously authorized by the Company; , (Bii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of any the defense of such defense; action or (Ciii) the Company shall not, not in fact, fact have employed counsel to assume the defense of such proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(Bii) above. Notwithstanding any of the foregoing, (i) the Company shall not be permitted to settle any Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of Indemnitee, unless the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability and (ii) the Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Assumption of Defense and Selection of Counsel. In With respect to any Proceeding of which the event Company is notified under the preceding Section 3(a), the Company shall be obligated under Section 2(a) hereof entitled to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled participate therein at its own expense and/or to assume the defense of such proceedingthereof at its own expense, with legal counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoingdo so, in which case Indemnitee shall provide the Company such information and cooperation as the Company may reasonably require in connection with such defense and as shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without within Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedpower to so provide. After delivery of such noticenotice from the Company to the Indemnitee of its intention to assume the defense of the Proceeding, Indemnitee’s approval of such counsel by Indemnitee Company counsel, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same proceedingsuch Proceeding, other than as provided that (i) below. The Indemnitee shall have the right to employ his or her own counsel in any connection with such proceeding Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (Ai) the employment of separate counsel by the Indemnitee has been previously authorized by the Company; , (Bii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of any the defense of such defense; action or (Ciii) the Company shall not, not in fact, fact have employed counsel to assume the defense of such proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(Bii) above. Notwithstanding any of the foregoing, (i) the Company shall not be permitted to settle any Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of Indemnitee, unless the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability and (ii) the Company shall not be liable for any amount paid by the Indemnitee in settlement of any Proceeding that is not defended by the Company, unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on the Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s 's written consent, which consent shall not be unreasonably withheld or delayedwithheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; , (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; , or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(B) above.

Assumption of Defense and Selection of Counsel. In With respect to any Proceeding of which the event Company is notified under Section 3(a), the Company shall be obligated under Section 2(a) hereof entitled to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled participate therein at its own expense and/or to assume the defense of such proceedingthereof at its own expense, with legal counsel approved by the Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to the Indemnitee of written notice of its election so to do. Notwithstanding do so, in which case the foregoing, Indemnitee shall provide the Company such information and cooperation as the Company may reasonably require in connection with such defense and as shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on within the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedpower to so provide. After delivery of such noticenotice from the Company to the Indemnitee of its intention to assume the defense of the Proceeding, the Indemnitee’s approval of such counsel by Indemnitee Company counsel, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceedingsuch Proceeding, other than as provided that (i) below. The Indemnitee shall have the right to employ his or her retain the Indemnitee’s own counsel in any connection with such proceeding Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (Ai) the employment retention of separate counsel by the Indemnitee has been previously authorized by the Company; , (Bii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of any the defense of such defense; action or (Ciii) the Company shall not, not in fact, fact have employed retained counsel to assume the defense of such proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(Bii) abovehereof. Notwithstanding the foregoing, the Company shall not be permitted to settle any Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of the Indemnitee, unless the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability.

Assumption of Defense and Selection of Counsel. In With respect to any Proceeding of which the event Company is notified under Section 3(a), the Company shall be obligated under Section 2(a) hereof entitled to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled participate therein at its own expense and/or to assume the defense of such proceedingthereof at its own expense, with legal counsel approved by the Indemnitee, which approval shall not be unreasonably withheld or delayedwithheld, upon the delivery to the Indemnitee of written notice of its election so to do. Notwithstanding do so, in which case the foregoing, Indemnitee shall provide the Company such information and cooperation as the Company may reasonably require in connection with such defense and as shall not be permitted within the Indemnitee's power to settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayedso provide. After delivery of such noticenotice from the Company to the Indemnitee of its intention to assume the defense of the Proceeding, the Indemnitee's approval of such counsel by Indemnitee Company counsel, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same proceedingsuch Proceeding, other than as provided that (i) below. The Indemnitee shall have the right to employ his or her retain the Indemnitee's own counsel in any connection with such proceeding Proceeding, but the fees and expenses of such counsel incurred after such notice, approval and retention shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (Ai) the employment retention of separate counsel by the Indemnitee has been previously authorized by the Company; , (Bii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of any the defense of such defense; action or (Ciii) the Company shall not, not in fact, fact have employed retained counsel to assume the defense of such proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)(Bii) abovehereof. Notwithstanding the foregoing, the Company shall not be permitted to settle any Proceeding, or any claim, issue or matter therein, on behalf of the Indemnitee, without the prior written consent of the Indemnitee, unless the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential or resulting liability or the Indemnitee is otherwise fully indemnified against all such liability.