Common use of Change in Control Clause in Contracts

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of an Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s certificate of incorporation or bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Corporation then, with respect to all matters thereafter arising concerning the rights of Indemnitee Agent to indemnity payments and Expense Advances indemnification (including, but not limited to, any right to advancement of Expenses) under this Agreement or Agreement, any other agreement or Company Bylaw with the Corporation providing for indemnification, the Certificate, Bylaws and applicable law (collectively, the “Indemnification Provisions”) as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 1 hereof) shall be selected by Indemnitee Agent and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, Independent Legal Counsel shall render its written opinion to the Company Corporation and Indemnitee Agent as to whether and to what extent the Indemnitee Agent would be permitted to be indemnified under applicable lawthe Indemnification Provisions prior to and after the consummation of such Change in Control and such opinion shall be binding upon Agent and the Corporation. The Company Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with then, in respect to of all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Articles of Incorporation (the “Charter”) or the Company’s Bylaws (“Bylaws”) as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d)) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselcounsel shall, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and Indemnitee and the Company shall abide by such opinion. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to shall fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement provision of the Company’s Certificate of Incorporation or Company Bylaw the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Articles of Incorporation, as amended, or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ----------------- Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw bylaw now or hereafter in effect relating to Claims claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last ten (10) years (other than in connection with such matters) or for the Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be have permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and or Expense Advances under this Agreement or any other agreement or Company the Articles or any Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldwithheld or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw or charter provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw or charter provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Memorandum and Articles of Association as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in in; effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’, fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. (a) The Company agrees that if there is a Change change in Control of the Company (other than a Change in Control which has been approved by a majority control of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments indemnification and Expense Advances advancement of expenses under this Agreement or Agreement, any other agreement or Company Bylaw the Company’s certificate of incorporation or bylaws now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselIn addition, among other thingsupon written request by Indemnitee for indemnification pursuant to Section 3(a), a determination, if required by the DGCL, with respect to Indemnitee’s entitlement thereto shall render its be made by such independent counsel in a written opinion to the Company and Indemnitee as Board of Directors, a copy of which shall be delivered to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawIndemnitee. The Company agrees to pay the reasonable fees of the Independent Legal Counsel independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees, costs and expenses), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. (a) The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments indemnification and Expense Advances advancement of expenses under this Agreement or Agreement, any other agreement or Company Bylaw the Company’s certificate of incorporation or bylaws now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselIn addition, among other thingsupon written request by Indemnitee for indemnification pursuant to Section 3(a), a determination, if required by the DGCL, with respect to Indemnitee’s entitlement thereto shall render its be made by such independent counsel in a written opinion to the Company and Indemnitee as board of directors of the Company, a copy of which shall be delivered to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawIndemnitee. The Company agrees to pay the reasonable fees of the Independent Legal Counsel independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable EventsAgreement, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including reasonable attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or under any other agreement provision of the certificate of incorporation or Company Bylaw by-laws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company Corporation (other than a Change in Control which has been approved by a majority of the Company's Corporation’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Corporation’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company Corporation and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawDelaware law and the Corporation agrees to abide by such opinion. The Company Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 7(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw provision of the Governing Documents now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable EventsAgreement, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and 5 all expenses (including reasonable attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee Officer to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Officer and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Officer within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Officer as to whether and to what extent the Indemnitee Officer would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined in Section 10(c) hereof) of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of expenses and Expense Advances advancement of expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter or By-law provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of an Indemnitee to indemnity payments and Expense Advances of expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the such Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter or By-Law provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under the Charter Documents, this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to shall fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 13(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or for Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or for Director. Such counsel, among other things, shall render its a written opinion to the Company and Indemnitee Director as to whether and to what extent the Indemnitee Director would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expense and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Restated Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expense and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney's fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement under the Company's Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or By-laws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) ("Independent Legal Counsel"). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ----------------- Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw the Corporation’s Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company Corporation shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company Corporation and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company Corporation agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s certificate of incorporation or bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors or similar governing body who were directors in office immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s charter documents as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(c) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheldwithheld or delayed). Such counsel, among other things, shall shall, within thirty (30) days after a written demand for indemnification has been presented to the Company by the Indemnitee, render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under the terms of this Agreement or applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or Agreement, any other agreement or Company Bylaw under the Articles or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and to Expense Advances under this Agreement or any other agreement under the Company’s Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d)) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselIndependent Legal Counsel, among other things, shall render its such counsel’s written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the any such Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, and liabilities and damages arising out of or relating to this Agreement or its such counsel’s engagement pursuant heretoto this Agreement.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Restated Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw by-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation (the “Certificate”) or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 9(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter Document now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Bye-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) (“Independent Legal Counsel”). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or for Director. Such counsel, among other things, shall render its a written opinion to the Company and Indemnitee Director as to whether and to what extent the Indemnitee Director would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company Compa­ny (other than a Change in Control which has been approved ap­proved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in ControlCon­trol) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company Compa­ny (which approval shall not be unreasonably withheldwith­held). Such counsel, among other things, shall render its written writ­ten opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted per­mitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Indepen­dent Legal Counsel referred to above and to indemnify fully indem­nify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.Counsel

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Regulation now or hereafter in effect relating to Claims for or Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully indemnity such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Memorandum and Articles of Association as now or hereafter in effect relating to Claims for Indemnifiable Events(the “Memorandum and Articles”), the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawApplicable Law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement agreement, the Certificate or Company Bylaw now or hereafter in effect the By-laws relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, in addition to those rights available to the Indemnitee under any Company By-law, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10 (d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances Reimbursements under this Agreement or any other agreement or Company Bylaw under the Company's Restated Certificate of Incorporation or By-laws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) ("Independent Legal Counsel"). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ------------------ Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw charter or bylaw provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee Company would be permitted to be indemnified indemnify Indemnitee under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ----------------- Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw bylaw now or hereafter in effect relating to Claims claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last ten (10) years (other than in connection with such matters) or for the Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney's fees), claims, liabilities and damages arising out of or relating to this Agreement agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporations or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a ----------------- Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw charter or bylaw provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, counsel shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be Company is legally permitted to be indemnified indemnify the Indemnitee under applicable law. The Company agrees to shall pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to shall fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. (a) The Company agrees that if there is a Change change in Control of the Company (other than a Change in Control which has been approved by a majority control of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments indemnification and Expense Advances advancement of expenses under this Agreement or Agreement, any other agreement or Company Bylaw the Company's certificate of incorporation or bylaws now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselIn addition, among other thingsupon written request by Indemnitee for indemnification pursuant to Section 3(a), a determination, if required by the DGCL, with respect to Indemnitee's entitlement thereto shall render its be made by such independent counsel in a written opinion to the Company and Indemnitee as Board of Directors, a copy of which shall be delivered to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawIndemnitee. The Company agrees to pay the reasonable fees of the Independent Legal Counsel independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees, costs and expenses), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (Company, other than a Change in Control which has been approved or ratified by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement the Company’s certificate of incorporation or Company Bylaw now bylaws or hereafter in effect relating to Claims for Indemnifiable Eventsapplicable law, the Company shall seek legal advice and any determination whether indemnification is proper in the circumstances only from Independent Legal Counsel from, and any Reviewing Party shall only be, legal counsel that has not provided services to Indemnitee or the Company or the Company’s successor or any Affiliate of any of them within the previous two years, selected by Indemnitee and approved by the Company or the Company’s successor (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel legal counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Each Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 12(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.