Common use of Choice of Counsel Clause in Contracts

Choice of Counsel. In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, 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 therefore. 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 respect to the same Proceeding; provided, however, that the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Company if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or () the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in 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. In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, 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 thereforetherefor. 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 respect to the same Proceeding; providedPROVIDED, however, that the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Company if (i) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (ii) the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense; and further providedFURTHER 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. In If Indemnitee is not an officer of the event Corporation, Indemnitee, together with the Company other directors who are not officers of the Corporation (the "Outside Directors"), shall be obligated entitled to advance employ, and be reimbursed for the Expenses fees and disbursements of, counsel separate from that chosen by indemnitees who are officers of any Proceeding against the Indemnitee, the Company Corporation. The principal counsel for Outside Directors ("Principal Counsel") shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of written notice determined by majority vote of the Company's election to do soOutside Directors, which notice shall contain and 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 therefore. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of principal counsel for the indemnitees who are not Outside Directors ("Separate Counsel") shall be determined by majority vote of 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 Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel engaged in any such Proceeding at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) subsequently incurred by Indemnitee shall have reasonably concluded with the Indemnitee with respect advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Corporation shall not continue to retain Principal Counsel or Separate Counsel, as the same case may be, to defend such Proceeding; provided, however, that then the fees and expenses of such Indemnitee's counsel for the Indemnitee shall be at the expense of the Company if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or () the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in 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 expenseCorporation.

Choice of Counsel. In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the If Indemnitee of written notice is not an officer of the Company's election , he, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to do soemploy, which notice and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall contain be determined by majority vote of the nameOutside Directors, address and phone number the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of counsel engaged by such Indemnitees, in each case subject to the consent of the Company (not to be unreasonably withheld or delayed). The obligation of the Company to handle 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 Principal Counsel or Separate Counsel, as the case may be, except that (i) Indemnitee shall have the right to employ Indemnitee’s own counsel in any such defense Proceeding at Indemnitee’s expense; and confirmation that (ii) the Company has undertaken to pay that counsel's reasonable fees and expenses therefore. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of Indemnitee’s counsel for the Indemnitee (other than the counsel engaged by the Company) subsequently incurred by the Indemnitee with respect to the same Proceeding; provided, however, that the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Company if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, 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 Indemnitee same counsel, in 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 or (C) the Company, and reasonably approved by in fact, shall not have employed counsel to assume the Indemniteedefense 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 Principal Counsel or Separate Counsel, to determine whether a as the case may be, would have an actual or potential 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 in representing 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. In If Indemnitee is not an officer of the event Corporation, Indemnitee, together with the Company other directors who are not officers of the Corporation (the “Outside Directors"), shall be obligated entitled to advance employ, and be reimbursed for the Expenses fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Corporation. The principal counsel for Outside Directors (“Principal Counsel") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel") shall be determined by majority vote of 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 Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding against at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Corporation, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company Corporation shall be entitlednot continue to retain Principal Counsel or Separate Counsel, in lieu thereofas the case may be, to assume the defense of defend such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do soProceeding, 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 therefore. 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 respect to the same Proceeding; provided, however, that then the fees and expenses of such Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or () the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in 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 expenseCorporation.

Choice of Counsel. In If Indemnitee is not an officer of the event Corporation, Indemnitee, together with the Company other directors who are not officers of the Corporation (the “Outside Directors”), shall be obligated entitled to advance employ, and be reimbursed for the Expenses fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Corporation. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of 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 Principal Counsel or Separate Counsel, as the case may be, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding against at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Corporation, (B) Indemnitee shall have reasonably concluded with the advice of counsel that there is a substantial possibility that Principal Counsel or Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee, or (C) the Company Corporation shall be entitlednot continue to retain Principal Counsel or Separate Counsel, in lieu thereofas the case may be, to assume the defense of defend such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do soProceeding, 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 therefore. 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 respect to the same Proceeding; provided, however, that then the fees and expenses of such Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or () the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in 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 expenseCorporation.