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 Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as now or hereafter in effect, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d6(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 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 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 an Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate certificate of Incorporation, as amended (the “Certificate”) incorporation or Bylaws, as amended, bylaws as now or hereafter in effect, 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 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 Board who were directors immediately prior to such Change in Control) Corporation then, with respect to all matters thereafter arising concerning the rights of Indemnitee Agent to payments indemnification (including, but not limited to, any right to advancement of Expenses Expenses) under this Agreement or Agreement, any other agreement or under with the Company’s Certificate of IncorporationCorporation providing for indemnification, as amended the Certificate, Bylaws and applicable law (collectively, the “CertificateIndemnification Provisions”) or Bylaws, as amended, as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) 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 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 abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify 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 there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board 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 under provision of the Company’s Certificate of Incorporation, as amended (Incorporation or the “Certificate”) or Bylaws, as amended, as Bylaws now or hereafter in effect, 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 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 abide by such opinion and to pay the reasonable fees of the 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 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 Board who were directors immediately prior to such Change in Control) then, with in respect to of all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate Articles of Incorporation, as amended Incorporation (the “CertificateCharter”) or the Company’s Bylaws (“Bylaws, as amended, ”) as now or hereafter in effect, 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 counselcounsel shall, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable lawlaw and Indemnitee and the Company shall abide by such opinion. The Company agrees to abide by such opinion and to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to shall 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) ), or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company bylaw now or hereafter in effecteffect relating to claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify 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, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate 's Articles of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, or Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 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 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 Board 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 or Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Articles or Bylaws, as amended, as any Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be have permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Company Bylaw or Bylaws, as amended, as charter provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) ), or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-Law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Company Bylaw or Bylaws, as amended, as charter provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 under provision of the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Governing Documents now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 abide by such opinion and to pay the reasonable fees of the 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Memorandum and Articles of Association as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the 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 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 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 Indemnitees to payments of Expenses expenses and advancement of expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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), 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Charter or Bylaws, as amended, as By-Law provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 an Indemnitee to payments of Expenses expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended Incorporation (the “Certificate”) ), or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 Officer to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-Law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 Indemnitee Officer 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 special, independent counsel referred to above and to 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 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 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 under any other agreement provision of the certificate of incorporation or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as by-laws now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 indemnify fully indemnify 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 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 Corporation’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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the CompanyCorporation’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) 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 Indemnitee would be permitted to be indemnified under applicable law. The Company Delaware law and the Corporation agrees to abide by such opinion and opinion. The Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d7(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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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), 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Charter or Bylaws, as amended, as By-law provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Memorandum and Articles of Association as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d9(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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-Law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 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 special, independent counsel referred to above and to 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, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d13(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 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 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 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, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 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 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 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 payments of Expenses Expense and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify 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 or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company Bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, By-laws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 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 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 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 under the CompanyCorporation’s Certificate Articles of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, as Bylaws now or hereafter in effecteffect relating to Claims for Indemnifiable Events, the Corporation 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 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 Indemnitee would be permitted to be indemnified under applicable law. The Company Corporation agrees to abide by such opinion and to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended Incorporation (the “"Certificate”") or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) Counsel, if desired by Indemnitee, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the 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 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 Indemnitees to payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee the 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 Indemnitees as to whether and to what extent 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 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 persons surviving as members 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The , and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate certificate of Incorporation, as amended (the “Certificate”) incorporation or Bylaws, as amended, bylaws as now or hereafter in effect, 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 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 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 any Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate Restated Articles of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d10(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 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 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, then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-Law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 Indemnitee Director 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 special, independent counsel referred to above and to 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) from time to time, or Bylaws, as amended, as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The , and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify 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 the Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) or BylawsFormation, as amended, or Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses Expense and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 Board of Directors or similar governing body who were directors in office immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, charter documents as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d10(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 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 Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) 9.4 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 Indemnitee would be permitted to be indemnified under applicable lawlaw and, subject to the other provisions hereof, the Company and Indemnitee agree to abide by such opinion. 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 such counsel against any and all expenses (including reasonable 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, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 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 under any other agreement or under provision of the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Charter now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 indemnify fully indemnify 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, 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Charter Document now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 Company agrees that if there is a Change in Control (as defined in Section 11(c) hereof) 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 Indemnitees to payments of Expenses expenses and advancement of expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “"Certificate”) "), or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable lawlaw and Section 8 hereof. 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate 's Articles of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, By-laws as now or hereafter in effect, 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Company charter or Bylaws, as amended, as bylaw provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 and expenses of the Independent Legal Counsel referred to above and to 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 Company agrees that if there is a Change in Control of the Company (other than a Change in Control in which has been approved by a majority of the members of the board of directors of the surviving company consists of members of the Board who were directors of Directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights right of Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate Memorandum and Articles of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Association as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d9(d) 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 render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Applicable Law, and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ feesfees 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Bylaw provision now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 the Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate Articles of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, or Bylaws as now or hereafter in effect, 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, conditioned or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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.. Indemnification 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, with respect to all matters thereafter arising concerning the rights of any Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate 's Restated Articles of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d10(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 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company by-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended Incorporation (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d9(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 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 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 agreement, Company by-law or under provision in the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Charter now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended Incorporation (the “"Certificate”") or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by on behalf of Indemnitee and all persons who are the beneficiaries of indemnification agreements similar to this Agreement from the Company by a committee consisting of those persons who were members of the Board of Directors immediately prior to such Change in Control and who are no longer serving on the Board of Directors, and such selection shall be 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 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 such counsel against any and all expenses (including attorneys’ 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Restated Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, By-laws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 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 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 Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate Memorandum and Articles of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Association as now or hereafter in effecteffect (the “Memorandum and Articles”), 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 Indemnitee would be permitted to be indemnified under applicable law. The Applicable Law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 Company agrees that if there is a Change in Control (as defined in Section 11(c) hereof) 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 payments of Expenses and advancement of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d11(f) 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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement Agree ment 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d8(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 Indemnitee would be permitted to be indemnified under applicable law. The law and the Company agrees to abide by such opinion and opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Restated Certificate of Incorporation, as amended Incorporation (the “Restated Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company By-law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 Indepen dent Legal Counsel referred to above and to 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 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 under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Company bylaw now or hereafter in effecteffect relating to Claims for Indemnifiable Events, 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 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 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 payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate Articles of Incorporation, as amended (the “CertificateArticles”) ), or Bylaws, as amended, Bylaws as now or hereafter in effect, 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 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 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 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 to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as Corporation By-Law now or hereafter in effecteffect relating to Claims for Indemnifiable Events, Independent Legal Counsel (as defined in Section 10(d) hereof) the Corporation shall be seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Corporation within the last 5 years (other than in connection with such matters) or Indemnitee. 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 abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to indemnify fully indemnify 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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) the Company shall be seek legal advice only from 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 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 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 Corporation’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 payments of Expenses and Expense Advances under this Agreement or any other agreement or under the CompanyCorporation’s Certificate of Incorporation, as amended (the “Certificate”) Incorporation or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) 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 Indemnitee would be permitted to be indemnified under applicable law. The Company Delaware law and the Corporation agrees to abide by such opinion and opinion. The Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to 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, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(dlO(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 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 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.