Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by Indemnitee has been authorized by the Company; (b) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) The Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.

Assumption of Defense. Except as otherwise provided below, In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Corporation, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from retention of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Corporation, (b) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The Company the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveCorporation.

Assumption of Defense. Except as otherwise provided below, to the extent that it the Indemnitor may wish, the Company jointly with any other indemnifying party similarly notified will Indemnitor shall be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually satisfactory to Indemnitee and the Companyselected by Indemnitor. After notice from the Company Indemnitor to Indemnitee of the CompanyIndemnitor's election so to assume such defensethe defense thereof, the Company will Indemnitor shall not be liable to Indemnitee under this Agreement for Expenses any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such ProceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company Indemnitee of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (a) The the employment of counsel by Indemnitee has been authorized by the Company; Indemnitor in writing, (b) Indemnitee Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee and the Company in the conduct of the defense of matters giving rise to such Proceeding; or Claim, or (c) The Company Indemnitor shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitor. The Company Indemnitor shall not be entitled to assume the defense of Indemnitee in any Proceeding Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.Indemnitor; and

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory approved by Indemnitee (such approval not to be unreasonably withheld), upon the delivery to Indemnitee and the Company. After of written notice from the Company to Indemnitee of the Company's election so to assume do so. After delivery of such defensenotice, 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 Expenses any fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) Indemnitee shall have the right to employ his or her counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be Proceeding at Indemnitee's expense unless: expense, and (ab) The if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company; , (bii) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense or (iii) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of settle any action or claim that would impose any penalty or limitation on Indemnitee in any Proceeding brought by or on behalf of without Indemnitee's prior written consent. Neither the Company nor Indemnitee will unreasonably withhold its or as his or her consent to which Indemnitee shall have made the conclusion provided for in clause (b) aboveany proposed settlement.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to advance the extent that it may wishExpenses for any Proceeding against Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if deemed appropriate by the Company, shall be entitled to assume Indemnitee's the defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Companyof such Proceeding as provided herein. After Following delivery of written notice from the Company to Indemnitee of the Company's ’s election so to assume the defense of such defenseProceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for Expenses any fees and expenses of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise provided belowsame Proceeding. Indemnitee shall have If (A) the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by Indemnitee has been previously authorized by the Company; , (bB) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company shall not in fact have employed fails to employ counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishexpenses of any proceeding against or involving the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee, which shall not be unreasonably withheld, and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his counsel in such Proceeding, but proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (b) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to In the extent event the Company is notified of the commencement of or the threat of commencement of any proceeding against the Indemnitee by reason of the fact that it may wishthe Indemnitee is or was an agent of the Company, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice and the Company. After notice from approval of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseIndemnitee, which approval shall not be unreasonably withheld, the Company will shall not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but proceeding at the fees Indemnitee’s expense and expenses of such counsel incurred after notice from (b) if (i) the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (bii) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense, or (iii) the defense of such Proceeding; or (c) The Company shall not within sixty (60) days of receipt of notice from the Indemnitee, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's ’s election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The employment of counsel by Indemnitee has been authorized by the Company; (b) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) The Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to advance the extent that it may wishExpenses for any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if deemed appropriate by the Company, shall be entitled to assume Indemnitee's the defense in any Proceeding, with counsel mutually satisfactory of such Proceeding as provided herein. Following delivery of written notice to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's ’s election so to assume the defense of such defenseProceeding, the approval by the Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Indemnification Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the any fees and expenses of such counsel subsequently incurred after notice from by the Company of its assumption of Indemnitee with respect to the defense thereof shall be at Indemnitee's expense unless: same Proceeding. If (aA) The the employment of counsel by the Indemnitee has been previously authorized by the Company; , (bB) the Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company shall not in fact have employed fails to employ counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Indemnification Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume control of the Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to the Indemnitee and the Company. After notice from the Company to the Indemnitee of the Company's ’s election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's ’s expense unless: (a) The the employment of counsel by the Indemnitee has been authorized by the Company; (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in . (d) In each of which the cases set forth in items (a) through (c) above, the reasonable fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; ​ (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; oror ​ ​ (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, ​ in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.. ​

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishexpenses of any proceeding against or involving the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee has been is subsequently authorized in writing by the Company; , (b) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be requested by Indemnitee to pay the extent that it may wishexpenses of any proceeding, the Company jointly with any other indemnifying party similarly notified will shall be entitled to assume Indemnitee's the defense of such proceeding, or to participate to the extent permissible in any Proceedingsuch proceeding, with counsel mutually satisfactory reasonably acceptable to Indemnitee. The Company shall notify Indemnitee of any such decision to defend within fifteen (15) calendar days following receipt of notice of any such proceeding under Section 7(a) above. Upon assumption of the defense by the Company and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will shall not be liable to Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that Indemnitee shall have the right to employ separate counsel in such Proceedingproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, but if Indemnitee’s counsel delivers a written notice to the fees and expenses of Company stating that such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by Indemnitee has been authorized by the Company; (b) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Proceeding; or (c) The Company shall not proceeding within a reasonable time, then in fact have employed any such event the expenses of Indemnitee’s counsel to assume the defense of defend such Proceeding, in each of which cases the fees and expenses of counsel proceeding shall be at subject to the expense indemnification and advancement of the Company. The Company shall not be entitled to assume the defense expenses provisions of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) abovethis Agreement.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory approved by the Indemnitee, upon the delivery of the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ab) The if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (bii) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense or (iii) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume settle any action or claim that would impose any limitation or penalty on the defense of Indemnitee in any Proceeding brought by or on behalf of without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold its or as his or her consent to which Indemnitee shall have made the conclusion provided for in clause (b) aboveany proposed settlement.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishexpenses of any proceeding against or involving the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (b) Indemnitee shall have the Company has reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of such Proceeding; or defense, or (c) The the Company shall not has not, in fact have fact, employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will shall be entitled to assume the Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and determined by the Company. After notice from the Company to the Indemnitee of the Company's ’s election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses costs of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's ’s expense unless: (a) The the employment of counsel by the Indemnitee has been authorized by the Company; (b) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) The the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of counsel shall be at the expense of the Company; or (d) a Change in Control has occurred. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause clauses (b), (c), or (d) aboveare applicable without the prior written consent of the Indemnitee.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (b) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, If the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (aii) The if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company; , (bB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense or (C) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; ​ (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; oror ​ (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, ​ ​ in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.. ​

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of the Indemnitee in any Proceeding, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will shall not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (a) the Indemnitee shall have the right to employ separate counsel in such ProceedingProceeding at the Indemnitee’s own expense, but and (b) if (i) the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of separate counsel by the Indemnitee has been previously authorized in writing by the Company; , (bii) Indemnitee shall have the Indemnitee’s separate counsel delivers a written statement to the Company stating that such counsel has reasonably concluded that there may be a an actual or potential conflict of interest or actual or potential separate or different defenses between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense or (iii) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such ProceedingProceeding within a reasonable time, then in each of which cases any such event the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be --------------------- obligated to pay the extent that it may wishexpenses of any proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will shall not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than same proceeding except for reasonable costs of investigation or as otherwise ongoing investigation, provided below. that (a) the Indemnitee shall have the right to employ his counsel in such Proceeding, but proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ab) The if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (bii) Indemnitee shall have the Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense or that the defense of such Proceeding; or Indemnitee may have defenses available to it that are not available to the Company or (ciii) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, (a) In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will be entitled to Corporation may assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory of the Corporation’s reasonable choice, upon the delivery to the Indemnitee and of written notice of the CompanyCorporation’s reasonable election to do so. After notice from the Company to Indemnitee giving of the Company's election so to assume such defensenotice, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnity’s counsel in such Proceeding, but Proceeding at the Indemnitee’s expense; and (ii) the fees and expenses of such counsel incurred after notice from the Company of its assumption Expenses of the defense thereof Indemnitee’s counsel shall be at Indemnitee's the expense unless: of the Corporation if (aA) The the employment of counsel by the Indemnitee has been previously authorized and approved in writing by the Company; Corporation, (bB) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. (b) Whether or not such defense is assumed by the Corporation, in each the Corporation will not be subject to any liability for any settlement made without its written consent. If the Corporation is not entitled to, or does not elect to, assume the defense of which cases a claim, the Corporation will not be obligated to pay the fees and expenses of more than one counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee.

Assumption of Defense. Except as otherwise provided below, to _____________________ the extent that it the Indemnitor may wish, the Company jointly with any other indemnifying party similarly notified will Indemnitor shall be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually satisfactory to Indemnitee and the Companyselected by Indemnitor. After notice from the Company Indemnitor to Indemnitee of the CompanyIndemnitor's election so to assume such defensethe defense thereof, the Company will Indemnitor shall not be liable to Indemnitee under this Agreement for Expenses any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such ProceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company Indemnitee of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (a) The the employment of counsel by Indemnitee has been authorized by the Company; Indemnitor in writing, (b) Indemnitee Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee and the Company in the conduct of the defense of matters giving rise to such Proceeding; or Claim, or (c) The Company Indemnitor shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitor. The Company Indemnitor shall not be entitled to assume the defense of Indemnitee in any Proceeding Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.Indemnitor; and

Assumption of Defense. Except as otherwise provided below, In the event the Indemnitors shall be obligated to pay the extent that it may wishexpenses of any proceeding against or involving the Indemnitee, the Company jointly with any other indemnifying party similarly notified will or a Company Subsidiary, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from retention of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseor a Company Subsidiary, the Company Indemnitors will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Company or a Company Subsidiary, (b) Indemnitee the Indemnitors shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Indemnitors and the Company Indemnitee in the conduct of the defense of such Proceeding; or defense, or (c) The Company the Indemnitors shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitors.

Assumption of Defense. Except as otherwise provided below, to --------------------- the extent that it the Indemnitor may wish, the Company jointly with any other indemnifying party similarly notified will Indemnitor shall be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually satisfactory to Indemnitee and the Companyselected by Indemnitor. After notice from the Company Indemnitor to Indemnitee of the CompanyIndemnitor's election so to assume such defensethe defense thereof, the Company will Indemnitor shall not be liable to Indemnitee under this Agreement for Expenses any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such ProceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company Indemnitee of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (a) The the employment of counsel by Indemnitee has been authorized by the Company; Indemnitor in writing, (b) Indemnitee Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee and the Company in the conduct of the defense of matters giving rise to such Proceeding; or Claim, or (c) The Company Indemnitor shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitor. The Company Indemnitor shall not be entitled to assume the defense of Indemnitee in any Proceeding Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.Indemnitor; and

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to advance the extent that it may wishExpenses for any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if deemed appropriate by the Company, shall be entitled to assume Indemnitee's the defense in any Proceeding, with counsel mutually satisfactory of such Proceeding as provided herein. Following delivery of written notice to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's ’s election so to assume the defense of such defenseProceeding, the approval by the Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the any fees and expenses of such counsel subsequently incurred after notice from by the Company of its assumption of Indemnitee with respect to the defense thereof shall be at Indemnitee's expense unless: same Proceeding. If (aA) The the employment of counsel by the Indemnitee has been previously authorized by the Company; , (bB) the Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company shall not in fact have employed fails to employ counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided below, In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Corporation, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from retention of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but Proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Corporation, (b) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The Company the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at subject to the expense indemnification and advancement of the Company. The Company shall not be entitled to assume the defense Expenses provisions of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) abovethis Agreement.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company Xxxxxxx jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the CompanyXxxxxxx. After notice from the Company Xxxxxxx to Indemnitee of the Company's Xxxxxxx' election so to assume such defense, the Company Xxxxxxx will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company Xxxxxxx of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by Indemnitee has been authorized by the CompanyXxxxxxx; (b) Counsel employed by Xxxxxxx initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company Xxxxxxx in the conduct of the defense of such Proceeding; or (cd) The Company Xxxxxxx shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in . In each of which these cases the fees and expenses of counsel shall be at the expense of the CompanyXxxxxxx and subject to payment pursuant to this Agreement. The Company Xxxxxxx shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company Xxxxxxx or as to which Indemnitee shall have made either of the conclusion conclusions provided for in clause clauses (b) or (c) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishexpenses of any proceeding against or involving the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding, but proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; , (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his own counsel in such Proceeding, but Proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the Company; , (b) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

Assumption of Defense. Except as otherwise provided below, In the event that the Corporation shall be obligated to pay the extent that it may wishExpenses and Liabilities of any Proceeding against the Indemnitee, the Company Corporation, jointly with any other indemnifying party similarly notified notified, will be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually reasonably satisfactory to Indemnitee; provided, however, that the Corporation shall not be entitled to assume the defense of any Proceeding if Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the CompanyIndemnitee with respect to such Proceeding. After notice from the Company Corporation to Indemnitee of the Company's its election so to assume such defensethe defense thereof, the Company Corporation will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own counsel in such Proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense of Indemnitee unless: (ai) The employment of counsel by Indemnitee has been authorized by the CompanyCorporation; (bii) Indemnitee shall have reasonably concluded that there counsel engaged by the Corporation may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceedingnot adequately represent Indemnitee; or (ciii) The Company Corporation shall not in fact have employed counsel to assume the defense of in such Proceeding, Proceeding or shall not in fact have assumed such defense and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveCorporation.

Assumption of Defense. Except as otherwise provided below, In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Corporation, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from retention of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Corporation, (b) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The Company the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases then the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveCorporation.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his own counsel in such Proceeding, but Proceeding at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; and (ii) if (a) The the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the Company; , (b) Indemnitee the Company shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.]

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified notified, will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of or the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.

Assumption of Defense. Except as In the event the Company shall be obligated hereunder to pay Expenses of any action, suit or proceeding against or otherwise provided below, to the extent that it may wishinvolving or affecting Indemnitee, the Company jointly with any other indemnifying party similarly notified will shall be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually satisfactory approved by Indemnitee (such approval not to be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses any fees or expenses of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same matter; provided below. that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be proceeding at Indemnitee's expense unless: and (aii) The if (A) the employment of counsel by Indemnitee has been previously authorized by the Company; , (bB) Indemnitee shall have reasonably concluded concluded, upon the advice of independent legal counsel, that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense or (C) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingproceeding, in each then the Company shall pay the reasonable fees and expenses of which cases Indemnitee's counsel; provided that the Company's obligation shall be limited to the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided one law firm for in clause (b) aboveIndemnitee.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to the Indemnitee and the Company. After notice from the Company to the Indemnitee of the Company's ’s election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses costs of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's ’s expense unless: (a) The the employment of counsel by the Indemnitee has been authorized by the Company; (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) The the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company; or (d) a Change in Control has occurred. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause clauses (b), (c), or (d) aboveare applicable without the prior written consent of the Indemnitee.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to indemnify the extent that it may wishIndemnitee with respect to any proceeding against Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if appropriate, shall be entitled to assume Indemnitee's the defense in any Proceedingof such proceeding, with counsel mutually satisfactory approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by Indemnitee in connection through the engagement of separate counsel with respect to the defense thereof other than reasonable costs of investigation or as otherwise provided below. same proceeding; provided, however, that: (a) Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be proceeding at Indemnitee's expense; and (b) Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense unless: of the Company, if (ai) The the employment of such counsel by Indemnitee has been previously authorized by the Company; , (bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company or any Subsidiary and Indemnitee in the conduct of any such defense or (iii) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveproceeding.

Assumption of Defense. Except as otherwise provided below, (a) In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will be entitled to Corporation may assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory of the Corporation’s reasonable choice, upon the delivery to the Indemnitee and of written notice of the CompanyCorporation’s reasonable election to do so. After notice from the Company to Indemnitee giving of the Company's election so to assume such defensenotice, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ counsel in such Proceeding, but Proceeding at the Indemnitee’s expense; and (ii) the fees and expenses of such counsel incurred after notice from the Company of its assumption Expenses of the defense thereof Indemnitee’s counsel shall be at Indemnitee's the expense unless: of the Corporation if (aA) The the employment of counsel by the Indemnitee has been previously authorized and approved in writing by the Company; Corporation, (bB) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding. (b) Whether or not such defense is assumed by the Corporation, in each the Corporation will not be subject to any liability for any settlement made without its written consent. If the Corporation is not entitled to, or does not elect to, assume the defense of which cases a claim, the Corporation will not be obligated to pay the fees and expenses of more than one counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee.

Assumption of Defense. Except as otherwise provided below, to the extent that it the Indemnitor may wish, the Company jointly with any other indemnifying party similarly notified will Indemnitor shall be entitled to assume Indemnitee's the defense in any Proceedingthereof, with counsel mutually satisfactory to Indemnitee and the Companyselected by Indemnitor. After notice from the Company Indemnitor to Indemnitee of the CompanyIndemnitor's election so to assume such defense, the Company will defense thereof. Indemnitor shall not be liable to Indemnitee under this Agreement for Expenses any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such ProceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company Indemnitee of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (a) The the employment of counsel by Indemnitee has been authorized by the Company; Indemnitor in writing, (b) Indemnitee Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee and the Company in the conduct of the defense of matters giving rise to such Proceeding; or Claim, or (c) The Company Indemnitor shall not in fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitor. The Company Indemnitor shall not be entitled to assume the defense of Indemnitee in any Proceeding Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.Indemnitor; and

Assumption of Defense. Except as otherwise provided below, If the Company shall be obligated to pay Expenses arising in connection with any Claim against the extent that it may wishIndemnitee, the Company jointly with any other indemnifying party similarly notified will shall be entitled to assume Indemnitee's the defense in any Proceedingof such Claim, with counsel mutually satisfactory approved by the Indemnitee (whose approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from the Company to Indemnitee retention of such counsel by the Company's election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses any fees and expenses of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Claim, provided below. that (i) the Indemnitee shall have the right to employ the Indemnitee's own counsel in such Proceeding, but connection with any Claim at the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: expense; (aii) The if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company; , (bB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of such defense, or (C) the defense of such Proceeding; or (c) The Company shall not not, in fact fact, have employed counsel to assume the defense of such ProceedingClaim, in each of which cases such case the fees and expenses of the Indemnitee's counsel shall be at the expense of paid by the Company. The ; and (iii) the Company shall not be entitled to assume the defense of Indemnitee settle any Claim in any Proceeding brought by manner which would impose any penalty, limitation or unindemnified Expense on behalf of the Company or as to which Indemnitee shall have made without the conclusion provided for in clause (b) aboveIndemnitee's consent.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; ​ (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; oror ​ (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, ​ ​ ​ in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.. ​

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company (or any other party being represented jointly with the Company) in the conduct of the defense of such Proceeding; or (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in each of which cases case the fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) and (c) above.

Assumption of Defense. Except as otherwise provided below, In the event the Company shall be obligated to advance the extent that it may wishExpenses for any Proceeding against Indemnitee, the Company jointly with any other indemnifying party similarly notified will Company, if deemed appropriate by the Company, shall be entitled to assume Indemnitee's the defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Companyof such Proceeding as provided herein. After Following delivery of written notice from the Company to Indemnitee of the Company's ’s election so to assume the defense of such defenseProceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for Expenses any fees and expenses of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise provided belowsame Proceeding. Indemnitee shall have If (A) the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The employment of counsel by Indemnitee has been previously authorized by the Company; , (bB) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense, or (C) the defense of such Proceeding; or (c) The Company shall not in fact have employed fails to employ counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's ’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's ’s expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; ​ (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; oror ​ ​ ​ (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, ​ in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.. ​

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified notified), will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (a) The the employment of counsel by Indemnitee has been authorized by the Company; (b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; (c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or (cd) The the Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in each of which cases the case fees and expenses of counsel shall be at the expense of the CompanyCompany and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made drawn either of the conclusion conclusions provided for in clause clauses (b) or (c) above.

Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will shall be entitled to assume an Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to the Indemnitee and the Company. After notice from the Company to an Indemnitee of the Company's election so to assume such defense, the Company will shall not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. An Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's expense unless: (a) a. The employment of counsel by an Indemnitee has been authorized by the Company; (b) b. Counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances; c. An Indemnitee shall have reasonably concluded that there may be a conflict of interest between an Indemnitee and the Company in the conduct of the defense of such Proceeding; or (c) d. The Company shall not in fact have employed counsel promptly to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.,

Assumption of Defense. Except as otherwise provided below, In the event the Corporation shall be obligated to pay the extent that it may wishExpenses of any Proceeding against the Indemnitee, the Company jointly with any other indemnifying party similarly notified will Corporation, if appropriate, shall be entitled to assume Indemnitee's the defense in any of such Proceeding, with counsel mutually satisfactory reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the Company. After notice from retention of such counsel by the Company to Indemnitee of the Company's election so to assume such defenseCorporation, the Company Corporation will not be liable to the Indemnitee under this Agreement for Expenses any fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding, but Proceeding at the fees Indemnitee’s expense; and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless: (ii) if (a) The the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Corporation, (b) Indemnitee the Corporation shall have reasonably concluded that there may be a conflict of interest between Indemnitee the Corporation and the Company Indemnitee in the conduct of the defense of any such Proceeding; or defense, or (c) The Company the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) aboveCorporation.