Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In Except as otherwise provided below, to the event extent that the Corporation shall be obligated to pay the Expenses of any Proceeding against the IndemniteeIndemnitor may wish, the Corporation, if appropriate, Indemnitor shall be entitled to assume the defense of such Proceedingthereof, with counsel reasonably acceptable selected by Indemnitor. After notice from Indemnitor to the Indemnitee, upon the delivery to the Indemnitee of written notice of its the Indemnitor's election to do so. After delivery of such noticeassume the defense thereof, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will Indemnitor shall not be liable to the Indemnitee under this Agreement for any fees of counsel legal or other expenses subsequently incurred by Indemnitee in connection with the Indemnitee with respect to the same Proceeding, defense thereof except as otherwise provided that (i) the below. Indemnitee shall have the right to employ his Indemnitee's own counsel in matters giving rise to such Proceeding Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the Indemnitee's expense; and (ii) if expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been previously authorized by Indemnitor in writing by the Corporationwriting, (b) the Corporation Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between the Corporation Indemnitor and the Indemnitee in the conduct of any the defense of matters giving rise to such defenseClaim, or (c) the Corporation Indemnitor shall not, not in fact, fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the Corporation.defense of any Claim brought by or on behalf of Indemnitor; and

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable approved by Indemnitee (such approval not to the Indemniteebe unreasonably withheld), upon the delivery to the Indemnitee of written notice of its the Company's election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his or her counsel in such Proceeding at the Indemnitee's expense; , and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany. The Company shall not settle any action or claim that would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 Indemnitee, which shall not be unreasonably withheld, and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay advance the Expenses of for any Proceeding against the Indemnitee, the CorporationCompany, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery of written notice to the Indemnitee of written notice of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval of such counsel by the Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Indemnification Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that . If (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing by that the Corporation, (b) the Corporation shall have Indemnitee has reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed Company fails to employ counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's ’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 CorporationIndemnitee’s expense.

Assumption of Defense. In the event the Corporation shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, proceeding with counsel reasonably acceptable to the Indemniteeapproved by Indemnitee which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that unless (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is authorized in writing by the Corporation, (bii) the Corporation Indemnitee shall have reasonably concluded concluded, based upon written advice of counsel, that there may be a conflict of interest of such counsel retained by the Corporation between the Corporation and the Indemnitee in the conduct of any such defense, or (ciii) the Corporation shall not, in fact, have employed ceases or terminates the employment of such counsel with respect to assume the defense of such Proceedingproceeding, in any of which events then the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the Corporation. At all times, Indemnitee shall have the right to employ other counsel in any such proceeding at Indemnitee's expense, and to participate in the defense of the proceeding or claim through such counsel.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his or her counsel in such Proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany. The Company shall not settle any action or claim that would impose any limitation or penalty on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is subsequently authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be --------------------- obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation will Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding except for reasonable costs of ongoing investigation, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation shall have 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 the Corporation Company and the Indemnitee in the conduct of any such defense, defense or that the Indemnitee may have defenses available to it that are not available to the Company or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in any such event the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation will Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation shall have 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 the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in any such event the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation will Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation shall have 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 the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in any such event the fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation shall have Company has reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall Company has not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In If the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that that: (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bB) the Corporation Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (cC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. (a) In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to Corporation may assume the defense of such Proceeding, with counsel reasonably acceptable to of the IndemniteeCorporation’s reasonable choice, upon the delivery to the Indemnitee of written notice of its the Corporation’s reasonable election to do so. After delivery the giving of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his Indemnity’s counsel in such Proceeding at the Indemnitee's ’s expense; and (ii) the fees and Expenses of the Indemnitee’s counsel shall be at the expense of the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by the Corporation, (bB) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation shall be --------------------- obligated under this Agreement to pay the Expenses Liabilities of any Proceeding against the Indemnitee, the Corporation, if appropriate, Corporation shall be entitled to assume the defense of such Proceeding, (with counsel reasonably acceptable to the Indemnitee, approval thereof not to be unreasonably withheld) of the Proceeding to which the Liabilities relate. The Corporation agrees to promptly notify Indemnitee in writing upon its election to assume such defense. Once the delivery to the Corporation (i) provides Indemnitee of with written notice of its election to do so. After delivery assume such defense, (ii) obtains approval from Indemnitee of its proposed counsel and (iii) retains such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporationcounsel, the Corporation will not be liable to the Indemnitee under this Agreement for any attorney's fees of counsel or other Liabilities subsequently incurred by the Indemnitee with respect to the same such Proceeding, provided that unless (ix) the Liabilities incurred by Indemnitee were previously authorized by the Corporation or (y) counsel for Indemnitee shall have provided the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment Corporation with a written opinion of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded stating that there may be is a likelihood that a conflict of interest exists between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay advance the Expenses of for any Proceeding against the Indemnitee, the CorporationCompany, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery of written notice to the Indemnitee of written notice of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval of such counsel by the Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that . If (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing by that the Corporation, (b) the Corporation shall have Indemnitee has reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed Company fails to employ counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's ’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 CorporationIndemnitee’s expense.

Assumption of Defense. In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's ’s counsel shall be at subject to the expense indemnification and advancement of the CorporationExpenses provisions of this Agreement.

Assumption of Defense. 11 12 In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation will Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation shall have 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 the Corporation Company and the Indemnitee in the conduct of any such defense, (iii) a Change of Control shall have occurred or (civ) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in any such event the fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany. In the event the Company assumes the defense of any Proceeding, the Company may settle such Proceeding in any manner which would impose any penalty or limitation on the Indemnitee with the Indemnitee's written consent, which consent shall not be unreasonably withheld.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation shall have Company has reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall Company has not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the Corporation.Company. ​

Assumption of Defense. In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 Indemnitee, which shall not be unreasonably withheld, and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Corporation, (b) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (c) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's ’s counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay indemnify the Expenses of Indemnitee with respect to any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel reasonably acceptable to the Indemniteeapproved by Indemnitee (which approval shall not be unreasonably withheld), 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee through the Indemnitee engagement of separate counsel with respect to the same Proceedingproceeding; provided, provided that however, that: (ia) the Indemnitee shall have the right to employ his own counsel in any such Proceeding proceeding at the Indemnitee's expense; and (iib) Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if (ai) the employment of such counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation Company or any Subsidiary and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporationproceeding.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. (a) In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to Corporation may assume the defense of such Proceeding, with counsel reasonably acceptable to of the IndemniteeCorporation’s reasonable choice, upon the delivery to the Indemnitee of written notice of its the Corporation’s reasonable election to do so. After delivery the giving of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's ’s expense; and (ii) the fees and Expenses of the Indemnitee’s counsel shall be at the expense of the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by the Corporation, (bB) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In Except as otherwise provided below, to the event extent that the Corporation shall be obligated to pay the Expenses of any Proceeding against the IndemniteeIndemnitor may wish, the Corporation, if appropriate, Indemnitor shall be entitled to assume the defense of such Proceedingthereof, with counsel reasonably acceptable selected by Indemnitor. After notice from Indemnitor to the Indemnitee, upon the delivery to the Indemnitee of written notice of its the Indemnitor's election to do soassume the defense thereof. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will Indemnitor shall not be liable to the Indemnitee under this Agreement for any fees of counsel legal or other expenses subsequently incurred by Indemnitee in connection with the Indemnitee with respect to the same Proceeding, defense thereof except as otherwise provided that (i) the below. Indemnitee shall have the right to employ his Indemnitee's own counsel in matters giving rise to such Proceeding Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the Indemnitee's expense; and (ii) if expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been previously authorized by Indemnitor in writing by the Corporationwriting, (b) the Corporation Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between the Corporation Indemnitor and the Indemnitee in the conduct of any the defense of matters giving rise to such defenseClaim, or (c) the Corporation Indemnitor shall not, not in fact, fact have employed counsel to assume the defense of such ProceedingClaim, in each of which cases the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the Corporation.defense of any Claim brought by or on behalf of Indemnitor; and

Assumption of Defense. (a) In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation, if appropriate, shall be entitled to Corporation may assume the defense of such Proceeding, with counsel reasonably acceptable to of the IndemniteeCorporation's reasonable choice, upon the delivery to the Indemnitee of written notice of its the Corporation's reasonable election to do so. After delivery the giving of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his Indemnity's counsel in such Proceeding at the Indemnitee's expense; and (ii) the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by the Corporation, (bB) the Corporation shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. (2) In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his own counsel in such Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.]

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation will Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation shall have 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 the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding within a reasonable time, then in any such event the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany. 9.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (b) the Corporation Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Indemnitors shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany or a Company Subsidiary, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany or a Company Subsidiary, the Corporation Indemnitors will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany or a Company Subsidiary, (b) the Corporation Indemnitors shall have reasonably concluded that there may be a conflict of interest between the Corporation Indemnitors and the Indemnitee in the conduct of any such defense, or (c) the Corporation Indemnitors shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationIndemnitors.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (ciii) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his own counsel in such Proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and Expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such Proceeding proceeding at the Indemnitee's expense; expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bii) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Corporation Company shall not, ; in fact, have employed counsel to assume the defense of such Proceedingproceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay the Expenses expenses of any Proceeding proceeding against or involving the Indemnitee, the CorporationCompany, if appropriate, shall be entitled to assume the defense of such Proceedingproceeding, with counsel 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceedingproceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such Proceeding proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is subsequently authorized in writing by the CorporationCompany, (b) the Corporation Company shall have reasonably concluded that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (c) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, the reasonable fees and Expenses expenses of the Indemnitee's ’s counsel shall be at the expense of the CorporationCompany.

Assumption of Defense. In the event the Corporation Company shall be obligated hereunder to pay the Expenses of any Proceeding action, suit or proceeding against the or otherwise involving or affecting Indemnitee, the Corporation, if appropriate, Company shall be entitled to assume the defense of such Proceedingthereof, with counsel reasonably acceptable approved by Indemnitee (such approval not to the Indemnitee, be unreasonably withheld or delayed) 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 retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, matter; provided that (i) the Indemnitee shall have the right to employ his separate counsel in any such Proceeding proceeding at the Indemnitee's expense; expense and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized in writing by the CorporationCompany, (bB) the Corporation Indemnitee shall have reasonably concluded concluded, upon the advice of independent legal counsel, that there may be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, defense or (cC) the Corporation Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the Company shall pay the reasonable fees and expenses of Indemnitee's counsel; provided that the Company's obligation shall be limited to the fees and Expenses expenses of the one law firm for Indemnitee's counsel shall be at the expense of the Corporation.

Assumption of Defense. In the event the Corporation Company shall be obligated to pay advance the Expenses of for any Proceeding against the Indemnitee, the CorporationCompany, if appropriatedeemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to the Indemnitee, upon the Proceeding as provided herein. Following delivery to the Indemnitee of written notice to Indemnitee of its the Company’s election to do so. After delivery assume the defense of such noticeProceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of such counsel designated by the Indemnitee Company and the retention of such counsel by the CorporationCompany, the Corporation Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that . If (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's expense; and (ii) if (aA) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing by the Corporation, (b) the Corporation shall have that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Corporation Company and the Indemnitee in the conduct of any such defense, or (cC) the Corporation shall not, in fact, have employed Company fails to employ counsel to assume the defense of such Proceeding, the fees and Expenses expenses of the Indemnitee's ’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 CorporationIndemnitee’s expense.