Common use of Company Participation Clause in Contracts

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s election to assume the defense of a Proceeding, during the Company’s good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies the to Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee will without Indemnitee’s written consent. Indemnitee shall have the right to employ the Indemnitee’s his counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized in writing by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made reached the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wishdesire, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee's written consent. The Indemnitee shall have the right to employ the Indemnitee’s his or her counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s election to assume the defense of a Proceeding, during the Company’s good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee’s written consent. The Indemnitee shall have the right to employ the Indemnitee’s his counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which --------------------- indemnification is requested, the Company will be entitled to participate in any Proceeding therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will shall have the right to employ the Indemnitee’s 's counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s election to assume the defense of a Proceeding, during the Company’s good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s 's counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s 's counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries the Subsidiary or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any --------------------- Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s 's counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s 's counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s 's counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s 's counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.at

Company Participation. The With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s 's good faith defense active defense, the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee's written consent. The Indemnitee shall have the right to employ the Indemnitee’s his counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the reasonable fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s 's counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s 's counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for, or with respect to, which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee's written consent. The Indemnitee shall have the right to employ the Indemnitee’s his counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which --------------------- indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wishdesire, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation investigation, out-of-pocket or as otherwise provided below. The Indemnitee will shall have the right to employ the Indemnitee’s 's counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has not in fact employed counsel to assume the defense of a Proceeding, or (iv) the Company has returned defense of the Proceeding to Indemnitee. In each of the foregoing cases the reasonable fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s 's good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee's written consent. The Indemnitee shall have the right to employ the Indemnitee’s his counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s 's counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The With respect to any Proceeding for, or with respect to, which indemnification is requested, the Company will be entitled to participate in any the Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunderthe Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company notifies to the Indemnitee of the Company’s its election to assume the defense of a Proceeding, during the Company’s good faith active defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee will without the Indemnitee’s written consent. The Indemnitee shall have the right to employ the Indemnitee’s counsel in any Proceeding, Proceeding but the fees and expenses of the counsel incurred after notice from the Company assumes of its assumption of the defense of the Proceeding will shall be at the expense of the Indemnitee, unless (ai) the employment of counsel by the Indemnitee has been authorized by the Company, (bii) the Indemnitee has shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (ciii) the Company has shall not in fact have employed counsel to assume the defense of a Proceeding. In , in each of the foregoing which cases the fees and expenses of the Indemnitee’s counsel will shall be at the expense of the Company. The Company will shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.

Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s 's election to assume the defense of a Proceeding, during the Company’s 's good faith defense the 9 Company will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s 's counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s 's counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.