Common use of Choice of Counsel Clause in Contracts

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other Indemnitee, together with the other Indemnitees who are designated in the same group, shall be entitled to employ, and be reimbursed for the fees and disbursements of, separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”) shall be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential conflict of interest in representing Indemnitee.

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other Indemnitee, together with the other Indemnitees who are designated in the same group, shall be entitled to employ, and be reimbursed for the fees and disbursements of, separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Cxxx Xxxxxxx, Xxxxx Lxxxx X. Xxxxx, Xxxx Jxxx X. Xxxxx, Xxxxxxx Bxxxxxx X. Xxxxxx or Xxxxxx Rxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”) shall be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential conflict of interest in representing Indemnitee.

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, together the Company shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do so, which notice shall contain the name, address and phone number of counsel engaged by the Company to handle such defense and confirmation that the Company has undertaken to pay that counsel's reasonable fees and expenses therefor. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel for the Indemnitee (other than the counsel engaged by the Company) subsequently incurred by the Indemnitee with the other Indemnitees who are designated in respect to the same groupProceeding; PROVIDED, shall be entitled to employhowever, and be reimbursed for that the fees and disbursements of, separate expenses of such counsel to represent for the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer at the expense of the Corporation and is not a Chase DirectorCompany if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (iiB) a “Chase Director” if such the Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxxshall have reasonably concluded, and either the Company shall have agreed, or independent counsel (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”as defined herein) shall have determined, that there may be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential a conflict of interest between the Company and the Indemnitee in representing the conduct of any such defense; and FURTHER PROVIDED, however, that, the Indemnitee's counsel shall have been approved by any carrier of an applicable insurance policy if required under the terms of that policy. As used in this Section 7.3, "independent counsel" shall mean counsel selected and compensated by the Company, and reasonably approved by the Indemnitee, to determine whether a conflict of interest may exist, which counsel shall not represent the Company, the Indemnitee or any other party to the Proceeding for which indemnification is sought. Independent counsel shall be selected promptly following notice from the Indemnitee to the Company of the Indemnitee's belief that a conflict of interest may exist. Nothing herein shall limit the right of the Indemnitee to employ counsel at the Indemnitee's sole expense.

Choice of Counsel. Each If Indemnitee that is not an Outside Directorofficer of the Company, Chase Director or Other Indemnitee, together with the other Indemnitees directors who are designated in not officers of the same groupCompany (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer from that chosen by Indemnitees who are officers of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase DirectorCompany. The principal counsel for Outside Directors (“Outside Director Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the principal counsel Principal Counsel for Chase the Indemnitees who are not Outside Directors (“Chase Separate Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, unless provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has interests been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded with the advice of counsel that are different from those of the other Indemnitees or defenses available to him there is a substantial possibility that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, would will have an actual, apparent or potential a conflict of interest in representing Indemnitee., or (C) the Company shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other Indemnitee, together with the other Indemnitees who are designated in the same group, shall be entitled to employ, and be reimbursed for the fees and disbursements of, separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer of the Corporation and is not a Chase Director, or (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”) shall be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential conflict of interest in representing Indemnitee.

Choice of Counsel. Each If Indemnitee that is not an Outside Directorofficer of the Corporation, Chase Director or Other Indemnitee, together with the other Indemnitees directors who are designated in not officers of the same groupCorporation (the “Outside Directors"), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer from that chosen by Indemnitees who are officers of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase DirectorCorporation. The principal counsel for Outside Directors (“Outside Director Principal Counsel”") shall be determined by majority vote of the Outside Directors, and the principal counsel Principal Counsel for Chase the Indemnitees who are not Outside Directors (“Chase Separate Counsel”") shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, unless provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has interests been previously authorized by the Corporation, (B) Indemnitee shall have reasonably concluded with the advice of counsel that are different from those of the other Indemnitees or defenses available to him there is a substantial possibility that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, would will have an actual, apparent or potential a conflict of interest in representing Indemnitee, or (C) the Corporation shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, together the Company shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do so, which notice shall contain the name, address and phone number of counsel engaged by the Company to handle such defense and confirmation that the Company has undertaken to pay that counsel's reasonable fees and expenses therefor. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel for the Indemnitee (other than the counsel engaged by the Company) subsequently incurred by the Indemnitee with the other Indemnitees who are designated in respect to the same groupProceeding; PROVIDED, shall be entitled to employhowever, and be reimbursed for that the fees and disbursements of, separate expenses of such counsel to represent for the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as at the expense of the Company if (i) an “Outside Director” if such the employment of separate counsel by the Indemnitee is a director and not an officer of has been previously authorized by the Corporation and is not a Chase DirectorCompany, or (ii) a “Chase Director” if such the Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxxshall have reasonably concluded, and either the Company shall have agreed, or independent counsel (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”as defined herein) shall have determined, that there may be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential a conflict of interest between the Company and the Indemnitee in representing the conduct of any such defense; and FURTHER PROVIDED, however, that, the Indemnitee's counsel shall have been approved by any carrier of an applicable insurance policy if required under the terms of that policy. As used in this Section 7.3, "independent counsel" shall mean counsel selected and compensated by the Company, and reasonably approved by the Indemnitee, to determine whether a conflict of interest may exist, which counsel shall not represent the Company, the Indemnitee or any other party to the Proceeding for which indemnification is sought. Independent counsel shall be selected promptly following notice from the Indemnitee to the Company of the Indemnitee's belief that a conflict of interest may exist. Nothing herein shall limit the right of the Indemnitee to employ counsel at the Indemnitee's sole expense.

Choice of Counsel. Each If Indemnitee that is not an Outside Directorofficer of the Company, Chase Director or Other Indemniteehe, together with the other Indemnitees directors who are designated in not officers of the same groupCompany (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer from that chosen by Indemnitees who are officers of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase DirectorCompany. The principal counsel for Outside Directors (“Outside Director Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the principal counsel Principal Counsel for Chase the Indemnitees who are not Outside Directors (“Chase Separate Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other such Indemnitees, in each case subject to the consent of the Corporation Company (not to be unreasonably withheld or delayed). The obligation of the Corporation Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, except that Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at Indemnitee’s expense; and the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee has concluded in good faith that there may be a conflict of interest between the Company and Indemnitee or between Indemnitee and any other persons represented by the same counsel, in the conduct of any such defense, or (C) the Company, in fact, shall not have employed counsel to assume the defense of such Proceeding unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, would have an actual, apparent actual or potential conflict of interest in representing Indemnitee.

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other Indemnitee, together with the other Indemnitees who are designated in the same group, shall be entitled to employ, and be reimbursed for the fees and disbursements of, separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer of the Corporation and is not a Chase Director, or (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”) shall be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential conflict of interest in representing Indemnitee. Advances of Expenses. Expenses (other than judgments, penalties, fines and settlements) incurred by Indemnitee shall be paid by the Corporation, in advance of the final disposition of the Proceeding, within 20 calendar days after receipt of Indemnitee’s written request accompanied by substantiating documentation and Indemnitee’s written affirmation that he has met the standard of conduct for indemnification and a written undertaking to repay such amount to the extent it is ultimately determined that indemnitee is not entitled to indemnification. No objections based on or involving the question whether such charges meet the definition of “Expenses,” including any question regarding the reasonableness of such Expenses, shall be grounds for failure to advance such amount to Indemnitee, or to reimburse such Indemnitee for, the amount claimed within such 20-day period, and the undertaking of Indemnitee set forth in Section 8 hereof to repay any such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification shall be deemed to include an undertaking to repay any such amounts determined not to have met such definition.

Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, together the Company shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do so, which notice shall contain the name, address and phone number of counsel engaged by the Company to handle such defense and confirmation that the Company has undertaken to pay that counsel's reasonable fees and expenses therefor. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel for the Indemnitee (other than the counsel engaged by the Company) subsequently incurred by the Indemnitee with the other Indemnitees who are designated in respect to the same groupProceeding; PROVIDED, shall be entitled to employhowever, and be reimbursed for that the fees and disbursements of, separate expenses of such counsel to represent for the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer at the expense of the Corporation and is not a Chase DirectorCompany if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (ii) a “Chase Director” if such the Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxxshall have reasonably concluded, and either the Company shall have agreed, or independent counsel (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”as defined herein) shall have determined, that there may be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential a conflict of interest between the Company and the Indemnitee in representing the conduct of any such defense; and FURTHER PROVIDED, however, that, the Indemnitee's counsel shall have been approved by any carrier of an applicable insurance policy if required under the terms of that policy. As used in this Section 7.3, "independent counsel" shall mean counsel selected and compensated by the Company, and reasonably approved by the Indemnitee, to determine whether a conflict of interest may exist, which counsel shall not represent the Company, the Indemnitee or any other party to the Proceeding for which indemnification is sought. Independent counsel shall be selected promptly following notice from the Indemnitee to the Company of the Indemnitee's belief that a conflict of interest may exist. Nothing herein shall limit the right of the Indemnitee to employ counsel at the Indemnitee's sole expense.

Choice of Counsel. Each If Indemnitee that is a member of the Board of Directors but not an Outside Directorofficer of the Corporation, Chase Director or Other Indemnitee, together with the other Indemnitees directors who are designated in not officers of the same groupCorporation (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer from that chosen by indemnitees who are officers of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase DirectorCorporation. The principal counsel for Outside Directors (“Outside Director Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the principal counsel for Chase the indemnitees who are not Outside Directors (“Chase Separate Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed)such indemnitees. The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, unless provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has interests been previously authorized by the Corporation, (B) Indemnitee shall have reasonably concluded with the advice of counsel that are different from those of the other Indemnitees or defenses available to him there is a substantial possibility that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, would will have an actual, apparent or potential a conflict of interest in representing Indemnitee, or (C) the Corporation shall not continue to retain Principal Counsel or Separate Counsel, as the case may be, to defend such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

Choice of Counsel. Each If Indemnitee that is not an Outside Directorofficer of the Company, Chase Director or Other Indemniteehe, together with the other Indemnitees directors who are designated in not officers of the same groupCompany (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer from that chosen by Indemnitees who are officers of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase DirectorCompany. The principal counsel for Outside Directors (“Outside Director Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the principal counsel Principal Counsel for Chase the Indemnitees who are not Outside Directors (“Chase Separate Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other such Indemnitees, in each case subject to the consent of the Corporation Company (not to be unreasonably withheld or delayed). The obligation of the Corporation Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, except that (i) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at Indemnitee’s expense; and (ii) the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee has concluded in good faith that there may be a conflict of interest between the Company and Indemnitee or between Indemnitee and any other persons represented by the same counsel, in the conduct of any such defense, or (C) the Company, in fact, shall not have employed counsel to assume the defense of such Proceeding unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Principal Counsel or Other Indemnitee Separate Counsel, as the case may be, would have an actual, apparent actual or potential conflict of interest in representing Indemnitee.